GEDI Gruppo Editoriale S.p.A.

Transcription

1 GEDI Gruppo Editoriale S.p.A. Disclosure document for the 2018 STOCK GRANT PLAN This document (the Disclosure Document ) has been prepared in compliance with the provisions of article 84 of CONSOB Regulation 11971/99 ( Issuers Regulations), in implementation of Italian Legislative Decree 58/98, with the aim of providing the Shareholders Meeting with the necessary information to resolve on the 2018 Stock Grant Plan, which falls under the definition of a significant plan pursuant to article 84-bis, paragraph 2 of the Issuers Regulations. List of definitions For the purposes of this Disclosure Document, the terms and expressions listed below have the meaning indicated therein for each one: - Shares : ordinary shares of the Company with a nominal value of 0.15 each. - Beneficiaries : employees of the Company or its subsidiary companies, taken from the group of persons invested with strategically important functions within the Company or Group, to whom Units are attributed. - Board of Directors : the pro tempore Board of Directors of the Company, possibly also through one or more of its components, delegated specifically for the same. - Attribution Date : the date of the resolution by which the Board of Directors identifies the beneficiaries, determining the number of Units to be attributed to each of them. - Group : the company GEDI Gruppo Editoriale S.p.A. and its subsidiaries. - Plan : the 2018 Stock Grant Plan. - Employment Relationship : employment or administrative relationship existing between the Beneficiaries and the Company or the subsidiaries. - Regulations : the regulations serve to define the criteria, methods and terms for implementation of the Plan. - Adhesion Form : the specific form given to the Beneficiaries by the Company, which upon signing constitutes, for all effects, full and unconditional adhesion to the Plan by the Beneficiaries.

2 - Company : GEDI Gruppo Editoriale S.p.A. - Final Plan Deadline : the same day on the tenth year subsequent to the Attribution Date, on which all Units not exercised, for whatever reason or cause, lose effectiveness. - Units : the conditional rights which are the subject of the Plan, assigned free of charge and not transferable inter vivos, each of which attributes the Beneficiaries the right to the assignment of no. 1 Share free of charge, under the terms and conditions envisaged in the Regulations. The Units will be subdivided into two categories: (i) Time-based Units for which maturity is subordinate to the passing of the terms; (ii) Performance Units for which maturity is subordinate to the passing of the terms and the achievement of objectives relative to the Normal Share Value. - Additional Units : additional Units that may be attributed to Beneficiaries, in the case of distribution of ordinary dividends. - Initial Value : the Normal Share Value at the Attribution Date, which will be indicated on the Adhesion Form. - Normal Value : the normal Share value at a given time, determined pursuant to article 9, paragraph 4, letter A) of TUIR (Consolidated Income Tax Act). 1 Recipients The Plan is intended for members of the Company and its subsidiary companies who hold positions of particular strategic importance within the Group. In particular, the beneficiaries of the Plan are employees of the Company or the subsidiary with an Employment Relationship, who will be selected by the bodies of the Company assigned or delegated to said task from among persons holding strategically significant functions within the Company or Group. 2 Reasons for adoption of the Plan 2.1 Plan Objective The objective of the Plan is to increase loyalty in the Employment Relationship between the Company and/or the subsidiary companies and the Beneficiaries and provide an incentive aimed at increasing commitment to improving company performance. Considering that long-term creation of value for the Shareholders constitutes the primary objective of the Company and that the most appropriate parameter for quantifying this factor is represented by appreciation of the market value of its shares, the Board of Directors holds that an incentive Plan based on the accrual of rights to the free assignment of shares, deferred over the medium term, based on performance objectives correlated

3 with the trend of the relative stock market prices - thereby aligning the interests of management with those of the Shareholders - represents the most effective incentive tool and best meets the interests of the Company. The reference timeframe for the Plan envisages: (i) a 2 year period (from the Attribution Date) prior to when Unit maturity begins; (ii) a subsequent almost 2 year period after which all Units attributed reach maturity and (iii) an additional period of around 6 years during which Beneficiaries may request assignment of Shares not yet assigned, and provides for both the pursuing of loyalty and incentivisation objectives, as well as creating alignment between management and Shareholder goals (over the long-term) and guarantees economic benefits for the Beneficiaries. The Plan falls within the category of tools used to integrate the monetary component of the remuneration package given to strategic resources of the Group with loyalty and incentive components, deferred over an appropriate period of time and in part associated with the achievement of certain levels of performance, with an eye to creating value for Shareholders over the medium/long-term. 2.2 Key variables and performance indicators For the purposes of exercising the Time-Based Units, the sole condition considered is the passing of the preestablished temporal terms, while for the purposes of exercising Performance Units, the condition of achieving stock market performance objectives relative to the GEDI Gruppo Editoriale S.p.A. share is also included, with the conviction that over the long-term this condition will serve as the most significant parameter in aligning management s actions with shareholders interests. 2.3 Criteria for determining the number of Units to be assigned The number of Units attributed to each Beneficiary is determined mainly by taking into account the role they hold within the Company or the subsidiary companies and the important of the functions they perform. In particular, after having the determined the value of each Unit on the basis of the financial parameters in use (mainly stock market price and volatility), the number of Units to be attributed to each Beneficiary is determined by taking into account the specific role they hold and the total compensation they receive in other forms. The Units relative to the Plan are understood to be attributed to all effects on the date of the resolution made by the Board of Directors or delegated body that approved the list of Beneficiaries with the relative number of Units destined for each one of them. 2.4 Reasons for any decision to assign compensation plans based on financial instruments not issued by the Company

4 2.5 Considerations on significant tax or accounting implications The Stock Grant Plan involves the recognition in the Income Statement, during the period between the attribution date and the end of the Unit maturity period, of the cost represented by the market value of the Units attributed to the Beneficiaries at the time of their attribution. 2.6 Support for the Plan from the Special Fund for Incentivising Employee Investment in Companies, pursuant to article 4, paragraph 112 of Italian Law 350 of 24 December Approval process and schedule for assignment of the instruments 3.1 Powers and functions delegated to the Board of Directors by the Shareholders Meeting for implementing the Plan The proposal to grant the Board of Directors the necessary powers to implement the Plan, to be exercised in respect of the terms and conditions established by the Shareholders Meeting will be submitted to the Company s Ordinary Shareholders Meeting. In particular, it will be proposed that the Board of Directors be granted the widest powers to implement the Plan and, specifically and merely by way of example, to: (i) identify the beneficiaries and define the number of Units to be attributed to each of them, in compliance with the maximum number approved by the Shareholders Meeting; (ii) prepare the Plan Regulations and complete all actions, formalities or communications that may be necessary or expedient for the purposes of managing and/or implementing the Plan, in compliance with the terms and conditions described in the Disclosure Document. 3.2 Persons assigned to administer the Plan The Company s Chief Executive Officer has been assigned to administer the Plan. 3.3 Existing procedures for Plan revision In the case of extraordinary operations involving GEDI Gruppo Editoriale S.p.A. equity or similar operations such as, by mere way of example, share capital increases, free or for payment, stock splits or reverse stock splits, mergers, demergers, takeover bids or public offers for exchange, extraordinary distribution of dividends or other events that may influence the Units or the Shares, the Board of Directors must make the necessary or opportune amendments and additions to the Regulations to maintain the essential contents of the Plan unchanged, within the limits allowed under the regulations in effect at the time. In the case ordinary dividends are distributed by the Company between the Attribution Date and the final Deadline, Beneficiaries shall have the right to attribution of Additional Units to take into account the effects deriving from said distribution, based on that indicated in the Regulations. Attribution of Additional Units

5 shall occur by the end of the month subsequent to that in which the Shareholders Meeting resolution to distribute ordinary dividends was made. Additional Units shall be attributed based on Units already matured and not converted to shares and shall be immediately convertible to Shares and, for the rest, subject to the same provisions applying to the Units. If the Company becomes aware of an intended takeover bid or public offer for exchange regarding Company shares, or it should begin an operation that would determine Third Party Acquirers outside of the CIR-COFIDE Group obtaining Control of the Company, one third of the Units attributed but not yet mature shall immediately mature, independent of whether the terms and conditions envisaged in the Plan have been reached. 3.4 Methods used to determine share availability and assignment On the maturity date for the Time-Based Units, Beneficiaries shall have the right to request assignment of the relative Shares. On the maturity date for the Performance Units, Beneficiaries shall have the right to request assignment of the relative Shares on the condition that the Normal Share Value on said date is at least equal to the Initial Value. The Shares assigned shall be made available using the Company s treasury shares only. To that end, on 5 March 2018 the Board of Directors resolved to propose that the Shareholders Meeting renew its authorisation for the Board of Directors to purchase own shares and to attribute the Board the right to use the same, without limits or time constraints, also in the service of Company share-based compensation plans. 3.5 Role played by each Director in determining the characteristics of the Plan The Board of Directors approves the proposed Plan taking into account the indications provided by the Appointments and Remuneration Committee, as envisaged in the Corporate Governance Code for listed companies. The Ordinary Shareholders Meeting approves the Plan, giving the Board of Directors the widest powers to implement it, including approval of the Regulations, identification of the Beneficiaries and the amount of Units to be attributed to each one. On the same date, the Ordinary Shareholders Meeting resolves to renew its authorisation for the Board of Directors to purchase own shares and to attribute the Board the right to use the same, without limits or time constraints, also in the service of Company share-based compensation plans. The Appointments and Remuneration Committee prepares the Plan Regulations and proposes the number of Units to be attributed to each Beneficiary, taking into account, relative to executives, the proposals made to that end by the Chief Executive Officer. Subsequently, the Board of Directors, acknowledging that proposed by the Appointments and Remuneration Committee, approves the Plan Regulations and the list of Beneficiaries with the relative number of Units assigned to each of them, in compliance with the terms and conditions established by the Ordinary Shareholders Meeting.

6 3.6 Date of the decision made by the relevant body to propose approval of the Plan to the Shareholders Meeting and the proposal by the Remuneration Committee, if applicable On its meeting of 5 March 2018, the Board of Directors approved the Plan proposal. This Disclosure Document describes its terms and methods, taking into account the indications provided by the Appointments and Remuneration Committee, which met on 28 February This document will be submitted for resolution to the Ordinary Shareholders Meeting which has been called for 26 April 2018 (first call) and for 27 April 2018 (second call). 3.7 Date of the decision made by the relevant body on the assignment of Units and the proposal by the Remuneration Committee, if applicable At the end of the Ordinary Shareholders Meeting which resolves to authorise the Board of Directors to purchase own shares and which approves the Plan (or, if this is not possible due to the upcoming renewal of the administrative body and its internal committees, on the first subsequent useful date), the Appointments and Remuneration Committee will meet and prepare the Plan Regulations, as well as identifying the individual Beneficiaries and proposing the number of Units to be attributed to each of them. Subsequently, the Board of Directors will meet and make the relative resolutions on the matter. 3.8 Market price for the shares recorded on the dates indicated in points 3.6 and 3.7 On 5 March 2018 (the date on which the Board of Directors met to define the proposal and approve the resolution to be submitted to the Shareholders Meeting regarding the 2018 Stock Grant Plan) the official stock market price for the GEDI Gruppo Editoriale S.p.A. share was Method adopted by the Company relative to possible overlapping of the Unit assignment date or decisions made by the Remuneration Committee and the circulation of information significant relative to article 114, paragraph 1 of Italian Legislative Decree 58/98 The Plan proposal is resolved on by the Board of Directors during the meeting at which the Board prepares the draft annual financial statements and approves the consolidated financial statements relative to the year just ended, which is subject to presentation and approval by the Ordinary Shareholders Meeting subsequently called upon to resolve on the Plan. The Shareholders Meeting which resolves on the Plan is also aware of the consolidated results for the first quarter of the financial year in course, as approved and circulated by the Board of Directors on the same date.

7 Attribution of the Units to each Beneficiary is carried out with a subsequent resolution by the Board of Directors, based on a proposal by the Appointments and Remuneration Committee, during the course of the meetings held on the same day as the Shareholders Meeting which approved the Plan (when possible, based on the renewal of the administrative body and its committees, otherwise, on the first subsequent useful date). The Units which are the subject of the Plan are attributed to all effects based on the methods indicated in paragraph 2.3 above. 4 Characteristics of the instruments attributed 4.1 Plan Structure The subject of the Plan is the free attribution to the Beneficiaries of a maximum of 2,000,000 Units, each of which gives the right to receive 1 GEDI Gruppo Editoriale S.p.A. share free of charge, under the terms and conditions envisaged in the Regulations. 4.2 Plan implementation period The Time-Based Units shall mature, with the corresponding right for the Beneficiaries to be assigned Shares free of charge, in tranches equal to 12.5% of the relative total, maturing every three months starting on the first day two years after the Attribution Date. Therefore, the Time-Based Units shall mature when the following terms occur 1 and shall, in any case, be exercised by the final deadline of 26 April 2028: up to 12.5%, as of 26 April 2020; up to 25.0%, as of 26 July 2020; up to 37.5%, as of 26 October 2020; up to 50.0%, as of 26 January 2021; up to 62.5%, as of 26 April 2021; up to 75.0%, as of 26 July 2021; up to 87.5%, as of 26 October 2021; up to 100%, as of 26 January When it is not possible to assign the Units on the same day the Plan is approved by the Shareholders Meeting ( ), due to incompatibility with the renewal of the administrative body and its relative committees, they will be attributed on the first subsequent useful date and their maturity will follow the same schedule and temporal intervals as indicated above but starting from the effective date of assignment. In this case, the Units must in any case be exercised by the final deadline, occurring at the end of the tenth year following the effective date of assignment.

8 The Performance Units mature on the same maturity dates established for the Time-Based Units, but only on the condition that the Normal Share Value on each maturity date is at least equal to the Initial Value. Performance Units which have not matured on a maturity date due to non-achievement of the Normal Share Value objectives may mature on one of the subsequent maturity dates provided the Normal Share Value on the subsequent maturity date is at least equal to the Initial Value. Performance Units matured at any given maturity date are understood to have been definitively matured and shall remain matured even if on a subsequent date the Normal Share Value is not equal to at least the Initial Value. 4.3 Plan Terms All Units not exercised for whatever reason or cause shall lose effectiveness on day corresponding to the tenth year following the Attribution Date. 4.4 Maximum number of Units assigned The maximum number of Units attributable to Beneficiaries in execution of the 2018 Stock Grant Plan is equal to a maximum of 2,000,000 Units, corresponding to an equal number of Shares. 4.5 Plan implementation methods and clauses As already indicated in point 2.3 above, the number of Units attributed to each Beneficiary within the context of the Plan is determined mainly by taking into account the role held within the Company or subsidiary companies and the importance of the function provided, as well as total compensation received in other forms by each of them. The Plan consists in the free attribution of Units, which cannot be transferred inter vivos, the exercising of which is subordinate to a vesting period based on which the Units progressively mature over time starting from the second year subsequent to the Attribution Date. The Units can be exercised from the maturity date until the Final Deadline indicated in point 4.3 and, relative to the Performance Units, on the condition that the Normal Share Value at each Unit maturity date is at least equal to the Initial Value. 4.6 Availability constraints applying to the Units The Units are attributed to Beneficiaries personally and cannot be transferred inter vivos for any reason. The right to exercise Unit attributed is also subject to the condition that the Employment Relationship between the Beneficiary and the Company or the subsidiary company continues.

9 The Plan includes a minimum holding commitment for the Shares assigned. In the case the Units mature and the relative Shares are assigned, each beneficiary irrevocably undertakes to continuously hold a number of Shares at least equal to 10% of those assigned until the fifth anniversary of the Attribution Date. During this period the Shares will therefore be subject to said disposal restriction, unless derogations are authorised by the Board of Directors. 4.7 Any termination clauses relative to the Plan in the case recipients carry out hedging operations to neutralise any prohibitions on selling the options or the shares No termination clauses are envisaged. 4.8 Effects of terminating the employment or administrative relationship In the case of termination of the Employment Relationship, for whatever cause, including the death of the Beneficiary, the Beneficiaries or their heirs shall maintain solely ownership of the Units matured at the time the Employment Relationship ceased. It is the right of the Board of Directors, at its own discretion and unquestionable judgement, to derogate the above with reference to one or more Beneficiaries or their heirs, for example allowing conservation (entirely or partially) of the rights deriving from the Plan also in the case in which they would be lost and, in particular the partial or total maintenance of non-matured Units, or the assignment of Shares (entirely or partially) even in the absence of the relative conditions. 4.9 Any other causes for annulment of the Plan No causes for annulment of the Plan are envisaged Motivations relative to any provision for Unit redemption No form of redemption of Units by the Company is envisaged Any loans or subsidies for purchase of Shares 4.12 Measurement of the expected charges for the Company on the Unit assignment date The expected charges for the Company at the Unit attribution date is determined on the basis of the market value of the Attributed Units Any dilution effects caused by the Plan In consideration of the characteristics of the Plan, implementation will not involve any dilution effects.

10 4.14 Any limits on exercising of voting rights and on attribution of equity rights No limits on exercising of voting rights nor on attribution of equity rights are envisaged Information on the assignment of shares that cannot be traded on regulated markets 4.16 Number of financial instruments underlying each Unit Each Unit gives the right to the Beneficiary to assignment of 1 GEDI Gruppo Editoriale S.p.A. Share Unit Expiration The Final Deadline for exercising the Plan Units is the day corresponding to the tenth year subsequent to the Attribution Date Plan implementation methods, schedule and clauses The schedule and clauses are reported in the points above The strike price for Plan Units and methods and criteria for determination of the same The Units are attributed to the Beneficiaries free of charge Reason for any differences between the option strike price with respect to the market price 4.21 Criteria used to determine different strike prices for various persons or various categories of persons 4.22 Specific information in the case the financial instruments underlying the Units are not listed 4.23 Criteria for adjustments made necessary following extraordinary capital operations and other operations that involve changes in the number of underlying instruments The criteria are indicated under point 3.3.

11 4.24 Table no.1 requested in the Issuers Regulations is not provided in that, pursuant to that indicated in point 1 above, the Plan Beneficiaries will be identified by the assigned or delegated Company bodies after approval of the Plan by the Shareholders Meeting.