ANSALDO STS S.P.A. INFORMATIVE DOCUMENT STOCK GRANT PLAN

Size: px
Start display at page:

Download "ANSALDO STS S.P.A. INFORMATIVE DOCUMENT STOCK GRANT PLAN"

Transcription

1 INFORMATIVE DOCUMENT pursuant to article 84-bis, paragraph 1, of the Regulations adopted by Consob by effect of Resolution n dated May , as subsequently amended and integrated, regarding the ANSALDO STS S.P.A. STOCK GRANT PLAN 13 March 2008

2 Contents GLOSSARY...4 INTRODUCTION...5 INTRODUCTION RECIPIENTS Identification of the names of Recipients of the Plan who sit on the Board of Directors of Ansaldo and of a number of Group companies Identification of the categories of employees or other people working with Ansaldo and the Group who are Recipients of the Plan Identification of the names of Plan Recipients who hold key executive positions in Ansaldo pursuant to art. 152-sexies, par. 1, letter c)-c.2 of the Issuers' Regulations Description and identification of the number of Plan Recipients who are executives with regular access to inside information holding the power to make management decisions with an impact on Ansaldo s evolution and future prospects, pursuant to art. 152-sexies, par. 1, lett. c)-c.2 of the Issuers Regulations...6 2REASONS FOR ADOPTION OF THE PLAN Goals of the Plan Key variables and performance indicators Criteria applicable to determination of the number of Stocks to be granted Reasons for possible decision to allocate compensation plans based on financial instruments not issued by Ansaldo Significant tax and accounting implications Support for the Plan by the Special Fund for motivation of workers participation in enterprise, pursuant to art. 4, par. 112 of law n. 350 dated December , where applicable APPROVAL PROCEDURE AND TIMING OF STOCK GRANT Powers and functions granted the Board of Directors to implement the Plan by the Ordinary Ansaldo Shareholders Meeting Parties in charge of Plan administration Existing Plan revision procedures Role played by each Director in determining the features of the Plan Date of the competent body s decision to submit the Plan to the Shareholders approval and any Remuneration Committee proposal Date of the competent body s decision regarding the Stock Grant and any Committee proposals Market price of stocks registered on the dates indicated in points 3.6 and

3 3.9 Measures taken by the Company in the event of possible coincidence of the Stock Grant date or any relevant Remuneration Committee decisions with disclosure of information pursuant to art. 114, par. 1 of Legislative Decree n. 58 dated February STOCK FEATURES Plan structure Plan implementation period Plan Term Maximum number of Stocks granted in Methods and clauses applicable to implementation of the Plan...12 Stock availability constraints Conditions subsequent relevant to the Plan if the Recipients conduct hedging transactions allowing them to neutralise the possible prohibition on sale of Stock Options or Stocks Consequences of termination of employment Identification of other possible causes for cancellation of the Plan Reasons for planning redemption of Options and/or Stocks Possible loans or other special terms for purchase of Stocks Assessment of the expected cost to Ansaldo as of the Stock Grant date...14 Possible limits on exercise of voting rights and assignment of property rights pertaining to the Stocks Information on Stocks not negotiated on regulated markets...14 BOX Section

4 GLOSSARY Ansaldo Stocks Committee Recipients Ordinary Ansaldo stocks serving the Plan. The Remuneration Committee set up within the Ansaldo Board of Directors pursuant to art. 7 of the Corporate Governance Code adopted by Borsa Italiana S.p.A. Recipients of the plan as identified by the Board of Directors and the Remuneration Committee. Informative Document This informative document, written pursuant to art. 84- bis, par. 1, of the Issuers Regulations and for the effects thereof. Group Plan Issuers Regulations Company Subsidiary Ansaldo and its Subsidiaries. The Plan for free assignment of Stocks for the years 2008, 2009 and 2010, approved by the Ansaldo Board of Directors on February The Regulations adopted by Consob by effect of Resolution n on May , as subsequently amended and integrated. Ansaldo. A company in which Ansaldo holds the controlling share pursuant to art of the Civil Code 4

5 INTRODUCTION The Informative Document is published in order to provide Company Shareholders and the market with extensive detailed information on the Plan, in compliance with the provisions of art. 84-bis of the Issuers' Regulations. The Company has published an annex to the Informative Document containing the information identified in table 1 and Diagram 7 of Annex 3A of the Issuers Regulations. The Informative Document is available to the public for consultation in Ansaldo s Genoa registered office at Via Paolo Mantovani, 3/5, and on the Company s internet site at The Informative Document has also been sent to Borsa Italiana S.p.A., to at least two press agencies and to Consob. 5

6 1. RECIPIENTS 1.1 Identification of the names of Recipients of the Plan who sit on the Board of Directors of Ansaldo and of a number of Group companies Plan recipients include: - Sergio De Luca, Managing Director of the Company; - Sante Roberti, Vice President of the Company; - Mario Orlando, Managing Director of Ansaldo Signal N.V.; - Emmanuel Viollet, Managing Director of Union Switch & Signal Inc.; - Georges Dubot, Managing Director of Ansaldo STS France S.A.; and - Lyle Jackson, Managing Director of Ansaldo STS Australia Pty Ltd. During the term of the Plan, as a consequence of the transfer or appointment of particular offices in Ansaldo or its Subsidiaries, the people listed may be replaced or increased with addition of other names. 1.2 Identification of the categories of employees or other people working with Ansaldo and the Group who are Recipients of the Plan The additional 52 Recipients of the Plan are executives playing key roles in the Company or in other Group companies. 1.3 Identification of the names of Plan Recipients who hold key executive positions in Ansaldo pursuant to art. 152-sexies, par. 1, letter c)-c.2 of the Issuers' Regulations Not applicable. 1.4 Description and identification of the number of Plan Recipients who are executives with regular access to inside information holding the power to make management decisions with an impact on Ansaldo s evolution and future prospects, pursuant to art. 152-sexies, par. 1, lett. c)-c.2 of the Issuers Regulations With the exception of the Managing Director and the Vice President of Ansaldo, identified under point 1.1, the plan recipients do not include any other executives considered relevant persons under the definition given in art. 152-sexies, par. 1, letter c)-c.2 of the Issuers Regulations. 6

7 2REASONS FOR ADOPTION OF THE PLAN 2.1 Goals of the Plan The Plan s most important goals are: - involvement and motivation of management, directors and high level consultants in the Group whose work is considered to be of essential importance for achievement of the Group s goals; - expression of the Company s intention of sharing the expected increase in the Company s value obtained partly as a result of positive stock trends on the stock market with top-ranking professionals in the Group; - promoting fidelity among key Group resources and providing them with incentives to stay with the Group. 2.2 Key variables and performance indicators The Stock Grant is subject to certain conditions represented by three performance goals which will result in suspension if not met. Two of these goals are administrative in nature. The third goal pertains to the stock s performance on financial markets and requires the ordinary Ansaldo stock in the years taken into consideration, as reported by Borsa Italiana S.p.A. s telematic system, to perform better than the MIBTEL index. For more information on the performance goals to which the Stock Grant is subject, refer to section 4.5 below. 2.3 Criteria applicable to determination of the number of Stocks to be granted Stocks will be granted on the basis of the level of achievement of the performance goals identified above. The Company s Board of Directors has identified the maximum number of Stocks available to serve the Plan as 1,500,000 (one million five hundred thousand), which is also the maximum total number of stocks that may be assigned to Plan Recipients. For more information on the maximum number of Stocks that may be assigned to current Plan Recipients refer to table n. 1, box 1, sec. 2, annexed to the Informative Document. 2.4 Reasons for possible decision to allocate payment plans based on financial instruments not issued by Ansaldo Not applicable. 2.5 Significant tax and accounting implications All Plan participants are employees of the Company or its subsidiaries. The value of the Stocks at the time of handover constitutes income from employment or comparable income under art. 51, letter g) and art. 52 of TUIR (the Italian income tax code), and as such is subject to payment of social security contributions. As a result the employer of each of the recipients will, as withholding agent, be required to subtract the necessary tax and social security deductions from the amount constituting the value of the Stocks at the time of the grant identified pursuant to art. 9, par. 4, letter a) of TUIR. If the withholdings to be deducted by the withholding agent should exceed the amount payable to the recipient as salary or other payments, the recipient shall provide the 7

8 employer with a sufficient sum to fulfil the employer s obligations as withholding agent, by methods to be agreed on. 2.6 Support for the Plan by the Special Fund for motivation of workers participation in enterprise, pursuant to art. 4, par. 112 of law n. 350 dated December , where applicable Not applicable. 8

9 3. APPROVAL PROCEDURE AND TIMING OF STOCK GRANT 3.1 Powers and functions granted the Board of Directors to implement the Plan by the Ordinary Ansaldo Shareholders Meeting We propose to the Ordinary Ansaldo Shareholders Meeting asked to pass resolutions regarding the plan that the Board of Directors and its Chairman and Managing Director be granted separate powers to perform all actions required for concrete implementation of the Plan, to be exercised in compliance with the principles established by the Meeting, as stated in the Report to the Board of Directors prepared in compliance with art. 114-bis of Legislative Decree 58/1998 and art. 3 of Ministerial Decree no. 437 dated November , available for consultation in the Company's offices and at its internet site, Parties in charge of Plan administration The body responsible for making decisions relating to the Plan except for the prerogatives of the Shareholders Meeting is the Company s Board of Directors, which superintends the operative management of the Plan and applies the rules stated in the implementation regulations. The Board of Directors has also appointed the Committee to implement the Plan Regulations and make amendments to them if required and to manage the Plan. The Committee is specifically entrusted with: (i) identifying any other Plan recipients, in accordance with the previous section and in response to the Managing Director s proposals; (ii) directly informing the Ansaldo Managing Director of grants and of the performance goals on which the Stock Grant is dependent and the criteria for measuring them; (iii) granting Stocks, identifying the performance goals on which the grant is conditional and the criteria for measuring them; (iv) ensuring that the requirements for participation in the Plan remain in effect for the entire duration of the Plan; (v) defining the parameter determining the number of Stocks granted, in the event that the recipients do not remain in office for the entire duration of the Plan period; (vi) determining achievement of performance goals and determining the number of Stocks to be granted to each recipient on the basis of these results; (vii) for Stocks to be granted to the Ansaldo Managing Director, directly acquiring the information to be verified as identified in points iv), v) and vi), in order to make the pertinent decisions. 3.3 Existing Plan revision procedures The Committee will regulate all emerging rights and/or correct the conditions applicable to the grant, among others, in case one of the following operation is carried out, if and to the extent that it has an impact on the value of the rights granted,: (i) (ii) division and regrouping of stocks; free increase in Ansaldo stock capital by assignment of new stocks or modification of their par value; (iii) Ansaldo capital stock increase paid for by underwriting an offer of new stocks; 9

10 (iv) Ansaldo merger or division; (v) distribution of extraordinary stock dividends. 3.4 Methods by which Stock availability and assignment shall be determined Stocks will be made available using stocks already issued, to be purchased pursuant to section 2357 et seq. of the civil code and freely granted to assignees, or stocks which the Company will issue free of charge pursuant to section 2349 of the civil code, setting aside a portion of its profits or reserves formed of profits for this purpose. Both options shall be the subject of specific shareholders resolutions at the time required, subject to compliance with the requirements of the law. If these requirements are not met at the time when it is necessary to take action under section 2357 of the civil code and/or section 2349 of the civil code in order to fully implement the Plan, the stock grant may be replaced in full or in part by payment of a sum of money equivalent to the value of the stocks each of the Participants would be entitled to under Plan mechanisms. In this regard please note that the Ordinary Shareholders Meeting summoned to pass resolutions on the Plan includes on its agenda authorisation to purchase own stocks to serve the Plan. For more information on the proposal to purchase own stocks, refer to the report prepared by the Board of Directors pursuant to art. 73 of the Issuers Regulations and art. 3 of Ministerial Decree no. 437 dated November , available for consultation in the Company s offices or on its internet site, Role played by each Director in determining the features of the Plan The entire process of definition of the features of the Plan was performed jointly and with the support of the Committee s proposals and consultation, pursuant to the recommendations of the Corporate Governance Code for listed companies promoted by Borsa Italiana S.p.A. and with corporate best practices in this area. The resolution by which the Board of Directors adopted the Plan scheme to be submitted to the Shareholders for their approval was unanimously approved with the sole abstention of the Company s Vice President and Managing Director, included among the Plan Recipients. 3.6 Date of the competent body s decision to submit the Plan to the Shareholders approval and any Remuneration Committee proposal The Board of Directors resolved to submit the Plan to the Shareholders for approval on February The Committee proposal is dated February Date of the competent body s decision regarding the Stock Grant and any Committee proposals The Committee, after the end of each of the years 2008, 2009 and 2010, and no later than the fifth day after the date of approval of the corresponding draft financial statements for the year and the consolidated financial statements by the Board of Directors, will determine to what degree the performance goals have been met and if they have been met determine the exact number of Stocks to be granted to each Plan Recipient. 3.8 Market price of stocks registered on the dates indicated in points 3.6 and 3.7 The market price of Company stocks registered on the dates shown in points 3.6 and 3.7 above is indicated below: 10

11 official price of the Ansaldo stock on the Electronic Stock Market (MTA) organised and operated by Borsa Italiana S.p.A. on February : Euro 8, Measures taken by the Company in the event of possible coincidence of the Stock Grant date or any relevant Remuneration Committee decisions with disclosure of information pursuant to art. 114, par. 1 of Legislative Decree n. 58 dated February Note that it has not been necessary to prepare any measures of this kind as Stocks will not be granted until certain goals which have already been set are achieved (cf. paragraph 4.5 below), which are to be checked beginning in Moreover, the Stocks will be effectively given to the Plan Recipients on the first working day of the last month in the year in which the grant is resolved. It follows that any disclosure of privileged information coinciding with the date of the Stock Grant would have no influence on Plan Recipients, for at that point it is no longer possible for them to conduct any transactions in Stocks, which will be handed over after they are granted. Lastly, please note that to prevent Plan Recipients with regular access to inside information and with the power to make management decisions that may affect Ansaldo s evolution and future prospects pursuant to art. 152 sexies, par. 1 lett. c-c.2 of the Issuers Regulations (that is, the Ansaldo Managing Director and Vice President) from conducting transactions in Stocks in periods of the year which are particularly delicate with regard to corporate information, Stock transactions shall be suspended starting on the fifteenth day prior to (and including) the planned date for summoning the Board of Directors to meet and approve the draft financial statements, half-year report and quarterly reports, until the time of disclosure of the Board of Directors decisions on the market. 11

12 4. STOCK FEATURES 4.1 Plan structure The Plan is for free granting of a maximum of 1,500,000 (one million five hundred thousand) Stocks subject to achievement of the performance goals identified in point 4.5 below. In light of the current number of Plan Recipients, the number of Shares that may be assigned as of the date of the Information Document is no. 1,039,095 (one million thirty-nine thousand and ninety-five). For more information on the maximum number of Stocks that may be granted to current Plan Recipients refer to table n. 1, box 1, sec. 2, annexed to the Informative Document. 4.2 Plan implementation period The Plan implementation period is The Stock grant is subject to the verification of certain conditions; these conditions are to be verified by the Committee within the fifth day after the approval of the draft financial statements and the consolidated financial statements by the Company s Board of Directors. 4.3 Plan Term As stated above, the plan implementation period is If the performance goals mentioned in point 4.5 are achieved, Stocks for the last year in the Plan will be delivered on the first working day of the last month in the year Maximum number of Stocks granted in 2008 No Stocks are to be assigned in 2008, as the Committee shall verify the Stock Grant conditions for the year 2008 by the fifth day after approval of the annual financial statements and consolidated financial statements as of December by the Company s Board of Directors. 4.5 Methods and clauses applicable to implementation of the Plan The Stock Grant is subject to achievement of the following goals: a) 50% of the Stocks: achievement of annual and periodic targets for EVA (Economic Value Added) set in the Group s Budget/Plan for The goal shall be considered achieved upon achievement on an annual basis of annual and periodic targets for EVA (Economic Value Added). Stocks shall be granted upon achievement of the specified targets in three instalments as follows: - 25% upon achievement of the 2008 target; - 25% upon achievement of the 2009 target, increased by an amount corresponding to the total level of underperformance, if any, accumulated in the previous year; if the incentive instalment correlated to the 2008 target is not assigned, it may be recovered through application of a cumulative principle for results achieved in the following year; and - 50% upon achievement of the 2010 target, increased by an amount corresponding to the total level of underperformance, if any, accumulated in the years 2008 and 2009; if the incentive instalment correlated to the 2008 and 2009 targets is not assigned, it may be recovered through application of a cumulative principle for results achieved in the following year. 12

13 With reference to this condition, the result achieved shall be calculated by normalising the effects of any extraordinary operations falling within the reference perimeter. b) 25% of the Stocks: achievement of annual and periodic targets for Free Operating Cash Flow set in the Budget/Plan. This goal shall be considered achieved upon achievement of the annual and periodic targets for Free Operating Cash Flow set in the Group s Budget/Plan. Stocks shall be granted upon achievement of these targets in three instalments as follows: - 25% upon achievement of the 2008 target; - 25% upon achievement of the 2009 target, increased by an amount corresponding to the total level of underperformance, if any, accumulated in 2008; if the incentive instalment correlated to the 2008 target is not assigned, it may be recovered through application of a cumulative principle for results achieved in the following year; and - 50% upon achievement of the 2010 target, increased by an amount corresponding to the total level of underperformance, if any, accumulated in the years 2008 and 2009; if the incentive instalment correlated to the 2008 and 2009 targets is not assigned, it may be recovered through application of a cumulative principle for results achieved in the following year. c) 25% of the Stocks: comparison of the trend in Ansaldo STS shares with the Mibtel index for the years This goal will be considered achieved in the year if the performance of the Ansaldo STS stock is better than that of the Mibtel index. This will be calculated by comparing the average values for thirty calendar days at the start of this period and at the end of the period: the target shall be considered achieved if the percentage of change in the average value of the Ansaldo STS stock at the end of the period, as compared to the average value to the start of the period, is greater than the corresponding percentage of change in the MIBTEL index. Stocks shall be granted in three instalments upon achievement of this trend, by the methods described in point a) above, excluding all possible accumulation among the three years. If any Stocks are granted while the Plan is in effect the Committee will, on the basis of the same criteria, determine the percentages of stocks to be awarded in relation to achievement of intermediate goals in the years in question between the grant and the expiration of the Plan. Stock availability constraints There are no stock availability constraints on the Stocks. 4.7 Conditions subsequent relevant to the Plan if the Recipients conduct hedging transactions allowing them to neutralise the possible prohibition on sale of Stock Options or Stocks Not applicable. 4.8 Consequences of termination of employment 13

14 In order to benefit by the Plan, Recipients must: (i) be managing directors with assigned tasks or executives in the Company or its Subsidiaries in office as of the Stock Grant Date; and (ii) not have given notice of resignation or been given notice of dismissal as of the Stock Grant date or, in the case of the managing director, not have resigned from the office or been revoked from office as of the Stock Grant date. Changes in the tasks performed or in the position held in the Group, and changes resulting in the person s no longer belonging to the list of Plan Recipients, shall result in redefinition of the targets to be achieved in order to obtain the Stock Grant, taking into account effective time (pro rata temporis) in the Company or in the group of Recipients in relation to the Plan term, provided the conditions and goals required for actual granting of the Stocks are met. 4.9 Identification of other possible causes for cancellation of the Plan There are no causes of cancellation of the Plan Reasons for planning redemption of Options and/or Stocks There is no form of redemption of Stocks by the Company Possible loans or other special terms for purchase of Stocks Not applicable Assessment of the expected cost to Ansaldo as of the Stock Grant date The expected cost to Ansaldo as of the Stock Grant date is equal approximately to Euro 11,900, (Euro eleven million nine hundred thousand) Possible diluting effects of the Plan As the Ordinary Shareholders Meeting summoned to resolve on the Plan has also been summoned to authorise the Board of Directors to purchase and dispose of its own stocks partly in order to serve the Company s bonus plan, there will be no diluting effect Possible limits on exercise of voting rights and assignment of property rights pertaining to the Stocks The Stocks granted will be enjoyed normally, as there are no limits on the exercise of corporate rights or property rights pertaining to them Information on Stocks not negotiated on regulated markets Not applicable. Rome, March For the Board of Directors The Chairman (Alessandro Pansa) 14

15 PAYMENT PLAN BASED ON FINANCIAL INSTRUMENTS Table n. 1 of schedule 7 of Annex 3 A to Regulation n /1999 Date: 13/03/2008 BOX 1 Financial instruments other than options (STOCK GRANT) Name or category Position Section 2 Newly granted instruments on the basis of the Board of Directors decision proposed to the Shareholders Meeting Sergio De Luca Sante Roberti Mario Orlando Emmanuel Viollet Georges Dubot Lyle Jackson Executives in Ansaldo STS and Ansaldo STS Group companies (52) Managing Director of Vice President of the Board of Directors of Ansaldo STS S.p.A. Managing Director of Ansaldo Signal N.V. Managing Director of Union Switch & Signal Inc. Managing Director of Ansaldo STS France S.A. Managing Director of Ansaldo STS Australia Pty Ltd Date of corresponding shareholders resolution Description of instrument Number of financial instruments granted by the Board or competent body 2 Date of grant by the Board or competent body 3 Possible purchase price of instruments Market price as of grant date Term of restriction of sale of instrumen ts Stocks N.A. N.A. N.A. Stocks N.A. N.A. N.A. Stocks N.A. N.A. N.A. Stocks N.A. N.A. N.A. Stocks N.A. N.A. N.A. Stocks N.A. N.A. N.A. Stocks N.A. N.A. N.A. 1 Ordinary Shareholders Meeting summoned on (first summons) and (in the event of a second summons) to resolve on approval of the Stock Grant Plan. 2 Maximum number of stocks that may be assigned in 2008, 2009 and 2010 as determined by the Board of Directors on February The Remuneration Committee checks the conditions for granting the Stocks by the fifth day following approval of the annual financial statements and consolidated financial statements by the Company s Board of Directors. Verification of the conditions for assignment of stocks for the year 2008 will therefore take place after approval of the draft financial statements and consolidated financial statements dated by the Board of Directors.

ANSALDO STS S.P.A. DISCLOSURE DOCUMENT STOCK GRANT PLAN OF

ANSALDO STS S.P.A. DISCLOSURE DOCUMENT STOCK GRANT PLAN OF DISCLOSURE DOCUMENT pursuant to article 84-bis, subsection 1, of the Regulations adopted by Consob by effect of Resolution n. 11971 dated May 14 1999, as subsequently amended and supplemented, regarding

More information

STOCK GRANT PLAN ANSALDO STS S.P.A.

STOCK GRANT PLAN ANSALDO STS S.P.A. INFORMATIVE DOCUMENT Pursuant to art. 84-bis, para. 1, of the Regulation adopted by Consob by effect of Resolution no. 11971 of May 14, 1999, as amended and integrated, relevant to the STOCK GRANT PLAN

More information

THE STOCK OPTION PLAN APPROVED BY THE SHAREHOLDERS ON 07 MAY 2007, PROVIDED IN COMPLIANCE WITH ARTICLE 84-BIS OF REGULATION NO

THE STOCK OPTION PLAN APPROVED BY THE SHAREHOLDERS ON 07 MAY 2007, PROVIDED IN COMPLIANCE WITH ARTICLE 84-BIS OF REGULATION NO INFORMATIVE DOCUMENT ON THE STOCK OPTION PLAN APPROVED BY THE SHAREHOLDERS ON 07 MAY 2007, PROVIDED IN COMPLIANCE WITH ARTICLE 84-BIS OF REGULATION NO. 11971 APPROVED BY CONSOB RESOLUTION DATED 14 MAY

More information

Stock options plan Information document. (drawn up pursuant to Article 84-bis of the Consob Regulation no of 14 May 1999)

Stock options plan Information document. (drawn up pursuant to Article 84-bis of the Consob Regulation no of 14 May 1999) Stock options plan 2014-2016 Information document (drawn up pursuant to Article 84-bis of the Consob Regulation no. 11971 of 14 May 1999) Shareholders Meeting April 16, 2014 TELECOM ITALIA S.p.A. Registered

More information

YOOX S.P.A. PROSPECTUS FOR THE REMUNERATION PLAN BASED ON THE ALLOCATION OF STOCK OPTIONS FOR THE SUBSCRIPTION OF YOOX S.P.A.

YOOX S.P.A. PROSPECTUS FOR THE REMUNERATION PLAN BASED ON THE ALLOCATION OF STOCK OPTIONS FOR THE SUBSCRIPTION OF YOOX S.P.A. YOOX S.P.A. PROSPECTUS FOR THE REMUNERATION PLAN BASED ON THE ALLOCATION OF STOCK OPTIONS FOR THE SUBSCRIPTION OF YOOX S.P.A. ORDINARY SHARES (prepared in accordance with Article 84-bis of the Regulation

More information

THE SHARE PARTICIPATION PLAN IN FAVOUR OF PRYSMIAN GROUP S EMPLOYERS APPROVED BY THE

THE SHARE PARTICIPATION PLAN IN FAVOUR OF PRYSMIAN GROUP S EMPLOYERS APPROVED BY THE REPORT BY THE BOARD OF DIRECTORS TO VOTE, AS POINT NUMBER EIGHT OF THE AGENDA OF THE ORDINARY SHAREHOLDERS MEETING OF PRYSMIAN S.P.A. SCHEDULED ON 12 APRIL 2018, CERTAIN AMENDMENTS TO THE SHARE PARTICIPATION

More information

DIRECTORS REPORT. Provided pursuant to article 125-ter of Italian Legislative Decree 58/98 as subsequently amended

DIRECTORS REPORT. Provided pursuant to article 125-ter of Italian Legislative Decree 58/98 as subsequently amended DIRECTORS REPORT Provided pursuant to article 125-ter of Italian Legislative Decree 58/98 as subsequently amended Board of Directors Mario Moretti Polegato Diego Bolzonello Enrico Moretti Polegato Renato

More information

INFORMATION DOCUMENT RELATING TO THE PERFORMANCE SHARE PLANS OF BANCA MEDIOLANUM S.P.A

INFORMATION DOCUMENT RELATING TO THE PERFORMANCE SHARE PLANS OF BANCA MEDIOLANUM S.P.A INFORMATION DOCUMENT RELATING TO THE PERFORMANCE SHARE PLANS OF BANCA MEDIOLANUM S.P.A. SUBMITTED FOR THE APPROVAL OF THE GENERAL MEETING OF APRIL 5, 2017 IN SINGLE CALL (drafted pursuant to art. 84-bis

More information

(drafted pursuant to art. 84-bis of Consob Regulation no /1999, as subsequently amended)

(drafted pursuant to art. 84-bis of Consob Regulation no /1999, as subsequently amended) INFORMATION DOCUMENT RELATING TO THE PERFORMANCE SHARE PLANS OF BANCA MEDIOLANUM S.P.A. SUBMITTED FOR THE APPROVAL OF THE GENERAL MEETING OF APRIL 5, 2015 IN SINGLE CALL (drafted pursuant to art. 84-bis

More information

(PREPARED IN ACCORDANCE WITH ARTICLE 84-BIS OF CONSOB REGULATION OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED)

(PREPARED IN ACCORDANCE WITH ARTICLE 84-BIS OF CONSOB REGULATION OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED) (PREPARED IN ACCORDANCE WITH ARTICLE 84-BIS OF CONSOB REGULATION 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED) UPDATE OF 6 APRIL 2016 This informative document (the "Informative Document"),

More information

PRYSMIAN GROUP'S EMPLOYEE STOCK OWNERSHIP PLAN INFORMATION DOCUMENT

PRYSMIAN GROUP'S EMPLOYEE STOCK OWNERSHIP PLAN INFORMATION DOCUMENT PRYSMIAN GROUP'S EMPLOYEE STOCK OWNERSHIP PLAN INFORMATION DOCUMENT (pursuant to Article 114-bis of Legislative Decree 58/98 and Article 84-bis, paragraph 1, of the Regulations adopted by Consob with Resolution

More information

INFORMATION DOCUMENT

INFORMATION DOCUMENT INFORMATION DOCUMENT REGARDING THE PERFORMANCE SHARE PLANS REFERRING TO THE YEAR 2018 OF BANCA MEDIOLANUM S.P.A. SUBMITTED TO THE APPROVAL OF THE ORDINARY SHAREHOLDERS MEETING OF 10 APRIL 2018 IN SINGLE

More information

F.I.L.A. FABBRICA ITALIANA LAPIS ED AFFINI S.P.A.

F.I.L.A. FABBRICA ITALIANA LAPIS ED AFFINI S.P.A. F.I.L.A. FABBRICA ITALIANA LAPIS ED AFFINI S.P.A. DISCLOSURE DOCUMENT (pursuant to Article 114-bis of Legislative Decree 58/98 and Article 84-bis, paragraph 1 of the Regulation adopted by Consob with Resolution

More information

Performance Shares Plan

Performance Shares Plan Moncler S.p.A. Performance Shares Plan 2016-2018 INFORMATION MEMORANDUM ON THE REMUNERATION PLAN BASED ON THE ALLOCATION OF MONCLER S.P.A. ORDINARY SHARES SUBJECT TO APPROVAL BY THE SHAREHOLDERS MEETING

More information

FINANCIAL INCENTIVE PLAN LINKED TO THE PERFORMANCE OF THE SHARES OF ITALMOBILIARE S.P.A

FINANCIAL INCENTIVE PLAN LINKED TO THE PERFORMANCE OF THE SHARES OF ITALMOBILIARE S.P.A ITALMOBILIARE THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENTATION PREPARED IN ITALIAN LANGUAGE. PLEASE REFER TO THE ORIGINAL DOCUMENT. IN CASE OF DISCREPANCY, THE ITALIAN VERSION WILL

More information

(PREPARED IN ACCORDANCE WITH ARTICLE 84-BIS OF CONSOB REGULATION OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED)

(PREPARED IN ACCORDANCE WITH ARTICLE 84-BIS OF CONSOB REGULATION OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED) (PREPARED IN ACCORDANCE WITH ARTICLE 84-BIS OF CONSOB REGULATION 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED) UPDATE OF 31 MARCH 2017 This informative document (the "Informative Document"),

More information

AMENDMENTS AS APPROVED BY THE COMPANY'S BOARD OF DIRECTORS ON 15 JULY 2010 AND 11 MARCH ATLANTIA SPA SUPPLEMENT TO THE INFORMATION MEMORANDUM

AMENDMENTS AS APPROVED BY THE COMPANY'S BOARD OF DIRECTORS ON 15 JULY 2010 AND 11 MARCH ATLANTIA SPA SUPPLEMENT TO THE INFORMATION MEMORANDUM ATLANTIA SPA SUPPLEMENT TO THE INFORMATION MEMORANDUM (prepared pursuant to article 84-bis, CONSOB Regulation 11971 of 14 May 1999, as subsequently amended) ON THE COMPENSATION PLAN RESTRICTED TO CERTAIN

More information

Courtesy Translation. Milan, 12 November Courtesy Translation

Courtesy Translation. Milan, 12 November Courtesy Translation Cerved Information Solutions S.p.A. Registered offices Milan, Via San Vigilio no. 1 paid up share capital 50.450.000,00 euro Milan Business and Trade Registry, tax code and VAT reg. number 08587760961

More information

The Recipient of an Option grant

The Recipient of an Option grant DIASORIN S.P.A. INFORMATION MEMORANDUM ABOUT A COMPENSATION PLAN BASED ON GRANTS OF STOCK OPTIONS, PREPARED IN ACCORDANCE WITH ARTICLE 84-BIS OF REGULATIONS NO. 11971 APPROVED BY THE CONSOB ON MAY 14,

More information

PRYSMIAN GROUP'S EMPLOYEE SHARE OWNERSHIP PLAN INFORMATION DOCUMENT

PRYSMIAN GROUP'S EMPLOYEE SHARE OWNERSHIP PLAN INFORMATION DOCUMENT PRYSMIAN GROUP'S EMPLOYEE SHARE OWNERSHIP PLAN INFORMATION DOCUMENT (pursuant to Article 114-bis of Italian Legislative Decree 58/98 and Article 84bis, paragraph 1, of the Regulations adopted by Consob

More information

The shareholders meeting approves the 2007 accounts

The shareholders meeting approves the 2007 accounts Genoa, 1 April 2008 The shareholders meeting approves the 2007 accounts Payment of the first dividend of EUR 0.20 approved New directors and auditors appointed: Pansa and De Luca confirmed as Chairman

More information

Disclosure document on the Long-Term Incentive Plan for the management of the Leonardo Group

Disclosure document on the Long-Term Incentive Plan for the management of the Leonardo Group Disclosure document on the Long-Term Incentive Plan for the management of the Leonardo Group pursuant to Article 114-bis of the TUF and Article 84-bis of Consob s Issuers Regulation approved with resolution

More information

REPORT BY THE BOARD OF DIRECTORS TO VOTE, AS POINT NUMBER TWO OF THE AGENDA OF THE

REPORT BY THE BOARD OF DIRECTORS TO VOTE, AS POINT NUMBER TWO OF THE AGENDA OF THE REPORT BY THE BOARD OF DIRECTORS TO VOTE, AS POINT NUMBER TWO OF THE AGENDA OF THE EXTRAORDINARY SESSION OF THE SHAREHOLDERS MEETING OF PRYSMIAN S.P.A. SCHEDULED ON 12 APRIL 2018, THE PROPOSAL TO AMEND

More information

GEDI Gruppo Editoriale S.p.A.

GEDI Gruppo Editoriale S.p.A. 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

More information

ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING APRIL 23, 2018

ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING APRIL 23, 2018 ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING APRIL 23, 2018 Board of Directors Report Approval of 2018 Stock Grant Plan (item 4 on the agenda of the ordinary session) (Translation into English of the

More information

Moncler S.p.A Top Management and Key People Stock Option Plan

Moncler S.p.A Top Management and Key People Stock Option Plan Moncler S.p.A. 2014-2018 Top Management and Key People Stock Option Plan INFORMATION ON THE REMUNERATION PLAN BASED ON THE ALLOCATION OF MONCLER S.P.A. COMMON SHARES SUBJECT TO APPROVAL BY THE SHAREHOLDERS

More information

EXPLANATORY REPORT ON THE PROPOSALS CONCERNING THE ITEMS ON THE AGENDA OF THE ORDINARY SHAREHOLDERS

EXPLANATORY REPORT ON THE PROPOSALS CONCERNING THE ITEMS ON THE AGENDA OF THE ORDINARY SHAREHOLDERS BANCA IFIS S.P.A. Share capital Euro 53,811,095 fully paid-in Tax Code and Reg. of Companies of Venice 02992620274 ABI (Italian Bank Association) 3205.2 Via Terraglio, 63-30174 Mestre - Venice DIRECTORS

More information

(DRAFTED PURSUANT TO ART. 125-TER OF LEGISLATIVE DECREE 58/1998, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED)

(DRAFTED PURSUANT TO ART. 125-TER OF LEGISLATIVE DECREE 58/1998, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED) (DRAFTED PURSUANT TO ART. 125-TER OF LEGISLATIVE DECREE 58/1998, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED) Dear Shareholders, the Board of Directors of Your Company has called the ordinary Shareholders

More information

Voluntary Public Tender Offer launched by Hitachi Rail Italy Investments S.r.l. on all of the ordinary shares of Ansaldo STS S.p.A.

Voluntary Public Tender Offer launched by Hitachi Rail Italy Investments S.r.l. on all of the ordinary shares of Ansaldo STS S.p.A. Hitachi Rail Italy Investments S.r.l. Registered Office: Via Tommaso Gulli, 39, 20147, Milan, Italy VAT and Register of the Enteprises of Milan 09194070968 Milan, October 29, 2018 Voluntary Public Tender

More information

INFORMATION DOCUMENT

INFORMATION DOCUMENT INFORMATION DOCUMENT Pursuant to Article 114-bis Legislative Decree n. 58/98 and to Article 84-bis, paragraph 1, of the Consob Regulation no. 11971 of 14 May 1999 (R.E.)- Implementing the provisions on

More information

ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING. 17 April 2014 single call DIRECTORS REPORT

ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING. 17 April 2014 single call DIRECTORS REPORT ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING 17 April 2014 single call DIRECTORS REPORT pursuant to article 125-ter of Legislative Decree 58/1998 1 EXTRAORDINARY PART Agenda item 1 Proposal to increase

More information

Annex C to the resolution adopted by the Board of Directors of Interpump Group S.p.A. on 15 March 2018

Annex C to the resolution adopted by the Board of Directors of Interpump Group S.p.A. on 15 March 2018 Annex C to the resolution adopted by the Board of Directors of Interpump Group S.p.A. on 15 March 2018 REPORT DESCRIBING THE PROPOSALS OF THE BOARD OF DIRECTORS OF INTERPUMP GROUP S.p.A. TO THE ORDINARY

More information

F.I.L.A. FABBRICA ITALIANA LAPIS ED AFFINI S.P.A. DISCLOSURE DOCUMENT

F.I.L.A. FABBRICA ITALIANA LAPIS ED AFFINI S.P.A. DISCLOSURE DOCUMENT F.I.L.A. FABBRICA ITALIANA LAPIS ED AFFINI S.P.A. DISCLOSURE DOCUMENT (in accordance with Article 114-bis of Legislative Decree No. 58 of February 24, 1998 and Article 84- bis, paragraph 1 of the regulation

More information

Purchase and disposal of treasury shares. Resolutions pertaining thereto and resulting therefrom.

Purchase and disposal of treasury shares. Resolutions pertaining thereto and resulting therefrom. 150 Purchase and disposal of treasury shares. Resolutions pertaining thereto and resulting therefrom. Dear Shareholders, We submit to your approval the request for authorisation to purchase and dispose

More information

Courtesy Translation

Courtesy Translation Cerved Information Solutions S.p.A Registered office Milan, Via San Vigilio, no. 1 share capital euro 50,450,000 fully paid up Registration number on the Milan Company Register, fiscal code and VAT no.:

More information

2017 PHANTOM STOCK OPTION PLAN

2017 PHANTOM STOCK OPTION PLAN ATLANTIA S.P.A. INFORMATION MEMORANDUM (prepared in accordance with Article 84-bis, CONSOB Resolution No. 11971 dated 14 May 1999, as amended) SHORT AND LONG-TERM INCENTIVE PLANS FOR CERTAIN EMPLOYEES

More information

LEGISLATIVE DECREE NO. 58 DATED 24 FEBRUARY, 1998

LEGISLATIVE DECREE NO. 58 DATED 24 FEBRUARY, 1998 ANNEX 1 LEGISLATIVE DECREE NO. 58 DATED 24 FEBRUARY, 1998 Article 114 (Publication), paragraph 7 Persons responsible for administrative, auditing or executive duties in a listed issuer, along with managers

More information

INTRODUCTION Disclosure Document TUF Issuers Regulation Pirelli & C. LTI Plan DEFINITIONS Target-based Annual Total Direct Compensation:

INTRODUCTION Disclosure Document TUF Issuers Regulation Pirelli & C. LTI Plan DEFINITIONS Target-based Annual Total Direct Compensation: Head office in Milan Viale Piero e Alberto Pirelli, 25 Share Capital euro 1,345,380,534.66 Milan Companies Register No. 00860340157 Administrative Business Register (REA) No. 1055 Disclosure Document Prepared

More information

REGULATION OF INCENTIVE PLAN IN FAVOUR OF MANAGEMENT FOR YEARS

REGULATION OF INCENTIVE PLAN IN FAVOUR OF MANAGEMENT FOR YEARS In compliance with article 114-bis of Legislative Decree n. 58/98 and article 84-bis of Regulation adopted by Consob under resolution No. 11971 of 14 May 1999 and subsequently amended. REGULATION OF INCENTIVE

More information

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT

CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE REPORT pursuant to Art. 123-bis of the Consolidated Finance Act (traditional control and management system) Issuer: ASTALDI S.p.A. Web site: www.astaldi.com

More information

Equity-based incentive plan for BancoPosta RFC s Material Risk Takers

Equity-based incentive plan for BancoPosta RFC s Material Risk Takers Equity-based incentive plan for BancoPosta RFC s Material Risk Takers Information Circular prepared in accordance with art. 84-bis of the Regulations for Issuers This document has been translated into

More information

ANNEX 2 TO 2017 FINECOBANK COMPENSATION POLICY 2017 COMPENSATION SYSTEMS BASED ON FINANCIAL INSTRUMENTS

ANNEX 2 TO 2017 FINECOBANK COMPENSATION POLICY 2017 COMPENSATION SYSTEMS BASED ON FINANCIAL INSTRUMENTS ANNEX 2 TO 2017 FINECOBANK COMPENSATION POLICY 2017 COMPENSATION SYSTEMS BASED ON FINANCIAL INSTRUMENTS Contents 1. Introduction 2 2. 2017 Incentive system 3 2.1 Beneficiaries of the plan 2.2 The reason

More information

DISCLOSURE DOCUMENT RELATING TO THE REMUNERATION PLAN BASED ON THE ASSIGNMENT OF OPTIONS (STOCK OPTION) FOR THE SUBSCRIPTION OF ORDINARY TISCALI

DISCLOSURE DOCUMENT RELATING TO THE REMUNERATION PLAN BASED ON THE ASSIGNMENT OF OPTIONS (STOCK OPTION) FOR THE SUBSCRIPTION OF ORDINARY TISCALI DISCLOSURE DOCUMENT RELATING TO THE REMUNERATION PLAN BASED ON THE ASSIGNMENT OF OPTIONS (STOCK OPTION) FOR THE SUBSCRIPTION OF ORDINARY TISCALI S.p.A. SHARES SUBMITTED FOR THE APPROVAL OF THE SHAREHOLDERS

More information

Report on Corporate Governance. and Ownership Structure

Report on Corporate Governance. and Ownership Structure Report on Corporate Governance and Ownership Structure Maire Tecnimont S.p.A. 2 Report on Corporate Governance and Ownership Structure pursuant to art. 123 bis of the Consolidated Finance Act traditional

More information

REPORT OF THE BOARD OF DIRECTORS ON REMUNERATION (PREPARED PURSUANT TO ARTICLES 123-TER OF THE CONSOLIDATION ACT ON FINANCE [TUF] AND 84-QUARTER OF

REPORT OF THE BOARD OF DIRECTORS ON REMUNERATION (PREPARED PURSUANT TO ARTICLES 123-TER OF THE CONSOLIDATION ACT ON FINANCE [TUF] AND 84-QUARTER OF REPORT OF THE BOARD OF DIRECTORS ON REMUNERATION (PREPARED PURSUANT TO ARTICLES 123-TER OF THE CONSOLIDATION ACT ON FINANCE [TUF] AND 84-QUARTER OF THE ISSUERS REGULATION) Approved by the Board of Directors

More information

Registered office at Viale Isonzo, 25, Milan share capital Euro 140,000,000 fully paid up Milan Companies Register and Fiscal Code no.

Registered office at Viale Isonzo, 25, Milan share capital Euro 140,000,000 fully paid up Milan Companies Register and Fiscal Code no. Registered office at Viale Isonzo, 25, Milan share capital Euro 140,000,000 fully paid up Milan Companies Register and Fiscal Code no. 00883670150 Illustrative report of the Directors on the third item

More information

INFORMATION DOCUMENT ON THE STOCK OPTION PLAN FOR THE SUBSCRIPTION OF RECORDATI

INFORMATION DOCUMENT ON THE STOCK OPTION PLAN FOR THE SUBSCRIPTION OF RECORDATI INFORMATION DOCUMENT ON THE 2018-2022 STOCK OPTION PLAN FOR THE SUBSCRIPTION OF RECORDATI S.p.A. SHARES (Drawn up in accordance with Art. 84-bis of the Issuers Regulations adopted by the Consob con Resolution

More information

Shareholders Meeting on 27 April 2017 (I Call) and on 28 April 2017 (II Call) Item 1 on the agenda ordinary session

Shareholders Meeting on 27 April 2017 (I Call) and on 28 April 2017 (II Call) Item 1 on the agenda ordinary session Registered Office: Via Bianca di Savoia 12, Milan Share capital 67,979,168.40 Registered in Milan N 07012130584 VAT N 08386600152 Shareholders Meeting on 27 April 2017 (I Call) and on 28 April 2017 (II

More information

ENEL S.P.A. INFORMATION DOCUMENT LONG-TERM INCENTIVE PLAN 2017

ENEL S.P.A. INFORMATION DOCUMENT LONG-TERM INCENTIVE PLAN 2017 INFORMATION DOCUMENT Pursuant to article 84-bis, paragraph 1, of the Regulation adopted by Consob with Resolution no. 11971 dated May 14, 1999, as subsequently amended and supplemented, related to the

More information

ENEL S.P.A. INFORMATION DOCUMENT LONG-TERM INCENTIVE PLAN 2018

ENEL S.P.A. INFORMATION DOCUMENT LONG-TERM INCENTIVE PLAN 2018 INFORMATION DOCUMENT Pursuant to article 84-bis, paragraph 1, of the Regulation adopted by Consob with Resolution No. 11971 dated May 14, 1999, as subsequently amended and supplemented, related to the

More information

PROCEDURE IDENTIFICATION OF RELEVANT PARTIES AND DISCLOSURE OF THE TRANSACTIONS EXECUTED BY THEM IN RELATION TO SHARES ISSUED BY INTERPUMP S.P.

PROCEDURE IDENTIFICATION OF RELEVANT PARTIES AND DISCLOSURE OF THE TRANSACTIONS EXECUTED BY THEM IN RELATION TO SHARES ISSUED BY INTERPUMP S.P. PROCEDURE IDENTIFICATION OF RELEVANT PARTIES AND DISCLOSURE OF THE TRANSACTIONS EXECUTED BY THEM IN RELATION TO SHARES ISSUED BY INTERPUMP S.P.A. OR OTHER FINANCIAL INSTRUMENTS CONNECTED TO THEM (Internal

More information

INFORMATION DOCUMENT TO THE STOCK OPTION INCENTIVE PLAN PURSUANT TO ART. 84 BIS REG. CONSOB 11971/99

INFORMATION DOCUMENT TO THE STOCK OPTION INCENTIVE PLAN PURSUANT TO ART. 84 BIS REG. CONSOB 11971/99 INFORMATION DOCUMENT TO THE STOCK OPTION INCENTIVE PLAN PURSUANT TO ART. 84 BIS REG. CONSOB 11971/99 Registered Office: Viale della Giovine Italia 17 - Florence Share Capital: Euro 2,835,611.73 fully paid-in

More information

ORDINARY SHAREHOLDERS MEETING APRIL 26, 2017

ORDINARY SHAREHOLDERS MEETING APRIL 26, 2017 ORDINARY SHAREHOLDERS MEETING APRIL 26, 2017 Board of Directors Report Report on Remuneration (item 4 on the agenda) (Translation into English of the original Italian version) JOINT-STOCK COMPANY - SHARE

More information

GENERAL EXTRAORDINARY AND ORDINARY SHAREHOLDERS MEETING

GENERAL EXTRAORDINARY AND ORDINARY SHAREHOLDERS MEETING GENERAL EXTRAORDINARY AND ORDINARY SHAREHOLDERS MEETING Explanatory report on the proposed agenda of the Extraordinary and Ordinary Shareholders Meeting Joint Stock Company (Società per Azioni) Share

More information

Proxy Solicitation Form

Proxy Solicitation Form Proxy Solicitation Form UniCredit S.p.A. (the "Promoter", "UniCredit" or the "Issuer"), acting through Morrow Sodali S.p.A. (the "Appointed Representative"), is seeking to solicit proxies (the "Proxy Solicitation")

More information

ASTALDI Società per Azioni. Registered Office: Via Giulio Vincenzo Bona 65, Rome. Share capital: 196,849, fully paid-in

ASTALDI Società per Azioni. Registered Office: Via Giulio Vincenzo Bona 65, Rome. Share capital: 196,849, fully paid-in ASTALDI Società per Azioni Registered Office: Via Giulio Vincenzo Bona 65, Rome Share capital: 196,849,800.00 fully paid-in Registered with the Companies Register of Rome under Tax Code Number: 00398970582

More information

Information Memorandum About the Threeyear Cash Incentive Plan Based Also on Financial Instruments of the Parmalat Group

Information Memorandum About the Threeyear Cash Incentive Plan Based Also on Financial Instruments of the Parmalat Group Information Memorandum About the 2013-2015 Threeyear Cash Incentive Plan Based Also on Financial Instruments of the Parmalat Group (prepared in accordance with Article 84-bis of the Issuers Regulations

More information

102, 1, , ( TUF

102, 1, , ( TUF PRESS RELEASE Communication pursuant to article 102, paragraph 1, of Leg. Decree no. 58 of 24 February 1998, as subsequently amended and integrated ( TUF ) and article 37 of the regulation adopted by Consob

More information

Proposed Resolutions. directors, financial statements of FIAT S.p.A at 30. June 2010, financial statements of Fiat Industrial

Proposed Resolutions. directors, financial statements of FIAT S.p.A at 30. June 2010, financial statements of Fiat Industrial Proposed Resolutions The Shareholders of "Fiat S.p.A.", in consideration of the fact that a) on 4 August 2010, the demerger plan was registered with the Companies Register, b) on 5 August 2010 the demerger

More information

REPORT OF THE BOARD OF DIRECTORS ON THE ITEMS ON THE AGENDA

REPORT OF THE BOARD OF DIRECTORS ON THE ITEMS ON THE AGENDA Published on April 7, 2016 ENI S.P.A. ORDINARY SHAREHOLDERS MEETING ON MAY 12, 2016 ON SINGLE CALL REPORT OF THE BOARD OF DIRECTORS ON THE ITEMS ON THE AGENDA The Italian text prevails over the English

More information

PRESS RELEASE APPROVAL OF THE DRAFT OF THE STATUTORY AND CONSOLIDATED FINANCIAL STATEMENTS AT 30 APRIL 2016

PRESS RELEASE APPROVAL OF THE DRAFT OF THE STATUTORY AND CONSOLIDATED FINANCIAL STATEMENTS AT 30 APRIL 2016 PRESS RELEASE APPROVAL OF THE DRAFT OF THE STATUTORY AND CONSOLIDATED FINANCIAL STATEMENTS AT 30 APRIL 2016 The Board of Directors of Sesa S.p.A. met today and approved the draft of the statutory and consolidated

More information

ASTALDI Società per Azioni. Registered Office - Via Giulio Vincenzo Bona 65, Rome. Share capital Euro 196,849,800.

ASTALDI Società per Azioni. Registered Office - Via Giulio Vincenzo Bona 65, Rome. Share capital Euro 196,849,800. ASTALDI Società per Azioni Registered Office - Via Giulio Vincenzo Bona 65, Rome Share capital Euro 196,849,800.00 - fully paid-up Registered with the Register of Companies of Rome under taxpayer code

More information

APPROVAL OF THE STOCK OPTION PLAN PURSUANT TO ARTICLE 114-BIS OF THE TUF

APPROVAL OF THE STOCK OPTION PLAN PURSUANT TO ARTICLE 114-BIS OF THE TUF APPROVAL OF THE STOCK OPTION PLAN PURSUANT TO ARTICLE 114-BIS OF THE TUF Dear shareholders, The assignment of stock options relating to shares in Your Company is governed by the relevant Regulation for

More information

PROCEDURES FOR TRANSACTIONS WITH RELATED PARTIES pursuant to Consob resolution no of 12 March 2010

PROCEDURES FOR TRANSACTIONS WITH RELATED PARTIES pursuant to Consob resolution no of 12 March 2010 PROCEDURES FOR TRANSACTIONS WITH RELATED PARTIES pursuant to Consob resolution no. 17221 of 12 March 2010 approved by the Board of Directors of Davide Campari Milano S.p.A. on 11 November 2010 and applicable

More information

R.1 Obligations of AIM Italia companies in the event of operations affecting trading in financial instruments

R.1 Obligations of AIM Italia companies in the event of operations affecting trading in financial instruments AIM ITALIA Corporate Action Procedures The following procedures include a General Principle as well as Guidelines and Tables, which are part of the Procedures themselves. The following procedures apply

More information

World Duty Free S.p.A. Procedure for the Management and Public Disclosure of Inside Information

World Duty Free S.p.A. Procedure for the Management and Public Disclosure of Inside Information World Duty Free S.p.A. Procedure for the Management and Public Disclosure of Inside Information Approved by the Board of Directors on 31 July 2013 DEFINITIONS For the purposes of this procedure: (i) all

More information

Shareholders meeting approves 2010 results

Shareholders meeting approves 2010 results A Genoa, 5 April 2011 Shareholders meeting approves 2010 results 2010 annual results approved Dividend of EUR 0.28 per share approved New directors and statutory auditors appointed: Alessandro Pansa confirmed

More information

Procedure for related-party transactions

Procedure for related-party transactions Procedure for related-party transactions Approved by the Board of Directors of Pirelli & C. S.p.A. on 6 November 2017* *text entirely confirmed by the Board of Directors in the meeting held on 31 August

More information

Articles Zurich Insurance Group Ltd

Articles Zurich Insurance Group Ltd Articles Zurich Insurance Group Ltd 2014 Translation of the Articles of Incorporation of Zurich Insurance Group Ltd, Switzerland This is a translation of the original German version. In case of doubt or

More information

(DRAFTED PURSUANT TO ART. 125-TER OF LEGISLATIVE DECREE 58/1998, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED)

(DRAFTED PURSUANT TO ART. 125-TER OF LEGISLATIVE DECREE 58/1998, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED) (DRAFTED PURSUANT TO ART. 125-TER OF LEGISLATIVE DECREE 58/1998, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED) Dear Shareholders, The Board of Directors of Your Company has called the ordinary Shareholders

More information

SEA SpA. SEA SPA - Articles of Association 1

SEA SpA. SEA SPA - Articles of Association 1 SEA SpA Articles of Association SEA SPA - Articles of Association 1 SEA SpA - Articles of Association Article 1 The company SOCIETà PER AZIONI ESERCIZI AEROPORTUALI S.E.A., incorporated by deed stipulated

More information

BANCA IFIS S.p.A. S ARTICLES OF INCORPORATION

BANCA IFIS S.p.A. S ARTICLES OF INCORPORATION BANCA IFIS S.p.A. S ARTICLES OF INCORPORATION CORPORATE NAME Article 1) The company is a public limited company having the name BANCA IFIS S.p.A., and may be referred to as IFIS BANCA S.p.A. or, in abbreviated

More information

Ordinary shareholders' meeting of World Duty Free S.p.A.

Ordinary shareholders' meeting of World Duty Free S.p.A. Ordinary shareholders' meeting of World Duty Free S.p.A. Board of directors' report on the proposals about the matters on the agenda IMPORTANT NOTE This is a courtesy translation with no legal value. In

More information

I) CONSOB REGULATION ADOPTED BY RESOLUTION NO OF 12 MARCH 2010 AS SUBSEQUENTLY AMENDED

I) CONSOB REGULATION ADOPTED BY RESOLUTION NO OF 12 MARCH 2010 AS SUBSEQUENTLY AMENDED GROUP PROCEDURES REGULATING THE CONDUCT OF TRANSACTIONS WITH RELATED PARTIES OF INTESA SANPAOLO S.P.A., ASSOCIATED ENTITIES OF THE GROUP AND RELEVANT PARTIES PURSUANT TO ART. 136 OF THE CONSOLIDATED LAW

More information

PLAN FOR THE MERGER BY INCORPORATION

PLAN FOR THE MERGER BY INCORPORATION PLAN FOR THE MERGER BY INCORPORATION OF TELECOM ITALIA MEDIA S.P.A. INTO TELECOM ITALIA S.P.A. Drawn up pursuant to and for the purposes of art. 2501-ter of the Italian Civil Code on 19 March 2015 Notice

More information

Long Term Incentive Plan 2012 Information document Pursuant to art. 84-bis of the Issuer regulations Published on April

Long Term Incentive Plan 2012 Information document Pursuant to art. 84-bis of the Issuer regulations Published on April Long Term Incentive Plan 2012 Information document Pursuant to art. 84-bis of the Issuer regulations Published on April 2 2012 Registered Office in Milan at Piazza degli Affari no. 2 General Administration

More information

"TITLE II TAKEOVER BIDS OR EXCHANGE TENDER OFFERS. Chapter I General rules. Article 35 (Definitions)

TITLE II TAKEOVER BIDS OR EXCHANGE TENDER OFFERS. Chapter I General rules. Article 35 (Definitions) Unofficial English version of Amendments to the enactment regulation of Italian Legislative Decree no. 58 of 24 February 1998, concerning the issuers' regulation, adopted with resolution no. 11971 of 14

More information

DRAFT ANNUAL REPORT APPROVED

DRAFT ANNUAL REPORT APPROVED Rome, 13 March 2008 DRAFT ANNUAL REPORT APPROVED Proposal to the Shareholders Meeting to pay first dividend Guidance for 2008 examined Net profit in 2007 at EUR 58.3 million (+27.3%) Production revenues

More information

(This English version is a courtesy translation from the Italian original document which remains the definitive version) UBI BANCA SPA

(This English version is a courtesy translation from the Italian original document which remains the definitive version) UBI BANCA SPA (This English version is a courtesy translation from the Italian original document which remains the definitive version) UBI BANCA SPA Remuneration scheme based on financial instruments: proposal to pay

More information

ORDINARY SHAREHOLDERS MEETING APRIL 19, 2013

ORDINARY SHAREHOLDERS MEETING APRIL 19, 2013 ORDINARY SHAREHOLDERS MEETING APRIL 19, 2013 Board of Directors Report Report on Remuneration (item 4 on the agenda) (Translation into English of the original Italian version) JOINT-STOCK COMPANY - SHARE

More information

Short-term equity-based incentive plan for

Short-term equity-based incentive plan for Short-term equity-based incentive plan for 2017 for BancoPosta RFC s Material Risk Takers Information Circular prepared in accordance with art. 84-bis of the Regulations for Issuers Short-term equity-based

More information

PROCEDURE FOR PERFORMING TRANSACTIONS WITH RELATED PARTIES

PROCEDURE FOR PERFORMING TRANSACTIONS WITH RELATED PARTIES PROCEDURE FOR PERFORMING TRANSACTIONS WITH RELATED PARTIES Approved by the Board of Directors on 18 December 2014 1 This document (the Procedure ) presents the procedural rules that apply to transactions

More information

PRESS RELEASE APPROVAL OF DRAFT FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS AT 30 APRIL 2015

PRESS RELEASE APPROVAL OF DRAFT FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS AT 30 APRIL 2015 PRESS RELEASE APPROVAL OF DRAFT FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS AT 30 APRIL 2015 The Board of Directors of Sesa S.p.A. has approved the Draft Financial Statements and Consolidated

More information

ANSALDO STS S.p.A. REPORT BY THE BOARD OF AUDITORS. To the Meeting of the Shareholders of Ansaldo STS SpA

ANSALDO STS S.p.A. REPORT BY THE BOARD OF AUDITORS. To the Meeting of the Shareholders of Ansaldo STS SpA ANSALDO STS S.p.A. REGISTERED OFFICE AT VIA PAOLO MANTOVANI 3/5, GENOA FULLY SUBSCRIBED AND PAID UP COMPANY CAPITAL 50,000,000.00 EUROS GENOA COMPANY REGISTER NO. AND TAX CODE 01371160662 SUBJECT TO MANAGEMENT

More information

Procedures for Related Party Transactions

Procedures for Related Party Transactions Procedures for Related Party Transactions Procedures for Related Party Transactions Page 1 Procedures for Related Party Transactions CONTENTS ART. 1 - DEFINITIONS... 3 ART. 2 - PREAMBLE AND SCOPE OF APPLICATION...

More information

RELATED PARTY TRANSACTIONS PROCEDURE

RELATED PARTY TRANSACTIONS PROCEDURE RELATED PARTY TRANSACTIONS PROCEDURE Approved by the Board of Directors of LU-VE S.p.A. on 3 May 2017, subordinate to and effective from the first day of trading of the Company s ordinary shares and warrants

More information

SOGEFI S.P.A. RULES FOR RELATED-PARTY TRANSACTIONS

SOGEFI S.P.A. RULES FOR RELATED-PARTY TRANSACTIONS SOGEFI S.P.A. RULES FOR RELATED-PARTY TRANSACTIONS CONTENTS 1. Foreword...3 2. Definitions...3 3. Identification of Transactions of Greater Importance...4 4. Transactions Exempt...5 4.1 Compensation and

More information

PLAN OF MERGER BY INCORPORATION GENERALE MOBILIARE INTERESSENZE AZIONARIE S.P.A. ATLANTIA S.P.A.

PLAN OF MERGER BY INCORPORATION GENERALE MOBILIARE INTERESSENZE AZIONARIE S.P.A. ATLANTIA S.P.A. PLAN OF MERGER BY INCORPORATION OF GENERALE MOBILIARE INTERESSENZE AZIONARIE S.P.A. INTO ATLANTIA S.P.A. Drawn up pursuant to and for the purposes of Article 2501-ter of the Civil Code The Boards of Directors

More information

This report has been prepared by the Board of Directors of INWIT S.p.A. pursuant to art. 70,

This report has been prepared by the Board of Directors of INWIT S.p.A. pursuant to art. 70, EXPLANATORY REPORT OF THE BOARD OF DIRECTORS OF INFRASTRUTTURE WIRELESS ITALIANE S.P.A. ( INWIT S.P.A. ) RELATING TO THE PLAN FOR MERGER BY INCORPORATION OF THE COMPANIES REVI IMMOBILI S.R.L., GESTIONE

More information

REPORT OF THE SAVINGS SHAREHOLDERS COMMON REPRESENTATIVE

REPORT OF THE SAVINGS SHAREHOLDERS COMMON REPRESENTATIVE REPORT OF THE SAVINGS SHAREHOLDERS COMMON REPRESENTATIVE regarding the Special Meeting of 4 th December, 2017 concerning the proposal of conversion of the savings shares into ordinary shares. Dear Savings

More information

Remuneration Report. February,

Remuneration Report. February, Remuneration Report February, 27 2014 Luxottica Group S.p.A., Via Cantù, 2, 20123 Milano - C.F. Iscr. Reg. Imp. Milano n. 00891030272 - Partita IVA 10182640150 LUXOTTICA GROUP S.P.A. REMUNERATION REPORT

More information

NAME - REGISTERED OFFICE - PURPOSE AND DURATION OF THE COMPANY... 2 SHARE CAPITAL - SHARES - BONDS... 3 BOARD OF DIRECTORS... 6

NAME - REGISTERED OFFICE - PURPOSE AND DURATION OF THE COMPANY... 2 SHARE CAPITAL - SHARES - BONDS... 3 BOARD OF DIRECTORS... 6 BYLAWS MARCH 2017 CONTENTS NAME - REGISTERED OFFICE - PURPOSE AND DURATION OF THE COMPANY... 2 SHARE CAPITAL - SHARES - BONDS... 3 BOARD OF DIRECTORS... 6 BOARD OF STATUTORY AUDITORS... 10 SHAREHOLDERS'

More information

Regulation Governing the Warrants Ordinary Shares Parmalat S.P.A

Regulation Governing the Warrants Ordinary Shares Parmalat S.P.A Courtesy Translation Regulation Governing the Warrants Ordinary Shares Parmalat S.P.A. 2005-2015 Article 1 Warrant ordinary shares Parmalat S.p.A. 2005-2015 The present regulation disciplines the terms

More information

Year closed at 31/12/2016. (153 of Legislative Decree 58/1998 art co.3 c.c.)

Year closed at 31/12/2016. (153 of Legislative Decree 58/1998 art co.3 c.c.) LANDI RENZO SPA REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS' MEETING Year closed at 31/12/2016 (153 of Legislative Decree 58/1998 art. 2429 co.3 c.c.) Dear Shareholders, We hereby provide

More information

REMUNERATION REPORT Pursuant to Art. 123-ter of the Consolidated Finance Law

REMUNERATION REPORT Pursuant to Art. 123-ter of the Consolidated Finance Law TECHNOGYM S.P.A. REGISTERED OFFICE IN CESENA, VIA CALCINARO, 2861 SHARE CAPITAL 10,000,000.00, FULLY SUBSCRIBED AND PAID-IN ENROLMENT NUMBER IN THE BUSINESS REGISTER OF FORLÌ-CESENA 315187 AND TAX CODE

More information

INTERPUMP GROUP S.P.A. REMUNERATION POLICY. Prepared pursuant to art. 123-(3) of Decree no. 58 dated 24 February 1998.

INTERPUMP GROUP S.P.A. REMUNERATION POLICY. Prepared pursuant to art. 123-(3) of Decree no. 58 dated 24 February 1998. INTERPUMP GROUP S.P.A. REMUNERATION POLICY Prepared pursuant to art. 123-(3) of Decree no. 58 dated 24 February 1998 19 March 2019 This report relates to 2018 and is available on the Company's website

More information

Information document on the Phantom Stock Plan of Terna S.p.A. Terna S.p.A. and the Terna Group. Energy is our responsibility

Information document on the Phantom Stock Plan of Terna S.p.A. Terna S.p.A. and the Terna Group. Energy is our responsibility Information document on the 2018-2021 Phantom Stock Plan of Terna S.p.A. Terna S.p.A. and the Terna Group Energy is our responsibility Information document on the Phantom Stock Plan 2018-2021 of Terna

More information

ASTALDI Società per Azioni. Registered Office - Via Giulio Vincenzo Bona 65, Rome. Share capital Euro 196,849,800.

ASTALDI Società per Azioni. Registered Office - Via Giulio Vincenzo Bona 65, Rome. Share capital Euro 196,849,800. ASTALDI Società per Azioni Registered Office - Via Giulio Vincenzo Bona 65, Rome Share capital Euro 196,849,800.00 - fully paid-up Registered with the Register of Companies of Rome under taxpayer code

More information

erg s.p.a. PROCEDURE FOR RELATED PARTY TRANSACTIONS Approved by the Board of Directors of ERG S.p.A. on 13 July

erg s.p.a. PROCEDURE FOR RELATED PARTY TRANSACTIONS Approved by the Board of Directors of ERG S.p.A. on 13 July erg s.p.a. PROCEDURE FOR RELATED PARTY TRANSACTIONS Approved by the Board of Directors of ERG S.p.A. on 13 July 2016 1 1 Last updated on January 1, 2017 2 PROCEDURE FOR RELATED PARTY TRANSACTIONS Contents

More information

Centrale del Latte di Torino & C. S.p.A.

Centrale del Latte di Torino & C. S.p.A. Annual report on Corporate Governance for 2014 Approved by the Board of Directors of 4 March 2015 Annual report on Corporate Governance for 2014 1 Introduction. The ordinary shareholders meeting held on

More information