Report: Item eight on the Agenda

Transcription

1 Reprt: Item eight n the Agenda REPORT REGARDING THE POINT NUMBER EIGHT OF THE AGENDA OF THE SHAREHOLDERS GENERAL MEETING ABOUT THE PROPOSAL OF A LONG TERM INCENTIVE PLAN THROUGH THE DELIVERY OF SHARES OF THE COMPANY BOUND TO THE ACHIEVEMENT OF THE KEY OBJECTIVES OF THE BUSINESS PLAN , PREPARED BY THE BOARD OF DIRECTOS OF GAMESA CORPORACIÓN TECNOLÓGICA, S.A.

2 The present reprt is prepared by the Bard f Directrs f Gamesa Crpración Tecnlógica, S.A. (hereinafter, Gamesa r the Cmpany ), n initiative f the Appintments and Remuneratin Cmmittee and accrding t Article 19.5 k) f the Bard f Directrs Regulatins, in relatin with the prpsal f implementatin f a Lng Term Incentive Plan thrugh the delivery f shares f the Cmpany (hereinafter, the Plan r the Shares Plan ), bund t the achievement f the key bjectives f the Business Plan , that is submitted t the Sharehlders General Meeting f Gamesa, n pint number eight f the agenda, n fulfilment f Article 219 f the Spanish Capital Cmpanies Law and Articles 25.2 f the By-Laws y 5.4.(iii) f the Bard f Directrs Regulatins f Gamesa. The basic characteristics f the Plan are the fllwing: Objective and descriptin f the Plan: Objective.- The Plan is established t strengthen the cmmitment f the key management team and the alignment with the bjectives f Gamesa, rientated t the achievement f the principal bjectives f the Business Plan Descriptin f the Plan.- The Plan cnsists in an extrardinary, multi-year an payable in shares f the Cmpany incentive, which cnsists in the initial assignment t the beneficiary f a number f theretical shares that, after the applicatin f certain cefficients, based n the achievement level, may lead t the effective delivery f shares f Gamesa n the established payment date. N minimum value f the assigned shares is guaranteed. If necessary r cnvenient because f legal, regulatry r frm any ther nature reasns, the mechanisms f the delivery f shares may de adapted in certain cases, with n alteratin f the maximum number f shares linked t the Plan and f the essential cnditins frm which the delivery depends. Within these pssible adaptatins the substitutin f the delivery f shares fr a delivery in the payment date f cash amunts f equal value is included. In this case, the equivalent in cash will be calculated multiplying the number f shares that may have crrespnd n the payment date fr the clsing price f the share n that date. Beneficiaries: The Plan f shares is aimed t the persns that, because f their respnsibility level r because their pst in Gamesa, cntribute, in a decisive way, t the achievement f the targets f the cmpany. In particular, the beneficiaries are: (i) (ii) (iii) the Chairman f the Cmpany and, if it is appinted as a different pst, the Chief Executive Officer, Senir Managers f the Cmpany, determined by the Bard f Directrs after the prpsal f the Appintments and Remuneratin Cmmittee, Managers and emplyees f Gamesa and, if applicable, f the dependent cmpanies, determined by the Chairman f the Cmpany. It is estimated that the Plan has apprximately 170 beneficiaries, with n prejudice f the pssibility that because f new incrpratins r because f mbility r prfessinal level changes, new beneficiaries may be included during the measuring perid, with respect t the maximum authrized limit f shares.

3 Dates and perids: Measuring perid.- The measuring Perid cvers the perid f time starting n January 1, 2011 and ending n December 31, Date f payment.- Is the date f liquidatin f the Plan, that will take place during the first 90 natural days f Nevertheless, the participants f the Plan cmmit t nt sell, burden r dispse by any nerus r free title (except the mrtis causa transfers) the 50 per cent f the received shares during a perid f ne (1) year since the payment date. As a cnditin fr the payment f the incentive, the Bard f Directrs f Gamesa must ratify the degree f achievement f the targets f the Plan, with the previus reprt f the Appintments and Remuneratin Cmmittee. Limit and surce f the shares: The Plan can nt exceed the delivery, as a maximum, f a ttal f 5,325,000 shares, nt being able the Chairman f the Cmpany (r, if it is appinted as a different pst, the Chief Executive Officer) t receive a number higher than 408,201 shares. These limits are calculated, the first ne, with the fresight f pssible participants incrpratins, and bth fr the case f maximum achievement f the bjectives cnsidering them t 150%. The ttal limit f 5,325,000 shares represents a 2.17% f the share capital f Gamesa (0.7224% each fiscal year). All the shares t be delivered n executin f the Plan will cme frm the treasury stck f the Cmpany. Measuring f the achievement f the bjectives f the Plan: The achievement f the bjectives f the Plan is linked t the fulfilment f the strategic vectrs f the Business Plan General cncepts.- Each metric is assciated with a certain attainment scale, which is the relatin between the achievement that is reached in ne metric and the incentive payment level t which it culd give the right n each case. The minimum achievement level is determined, s that under that level n incentive is receive in relatin t that metric; als the maximum achievement level is determined, which established the maximum t be received fr each metric; and the pssible intermediate levels, if the case shuld appear. The intermediate results shall be calculates, if applicable, by lineal interplatin. Metrics.- Ttal Return fr the Sharehlder (RTA), n cmparisn t a grup f cmpanies f reference. (a) The RTA measures the return f the investment fr the sharehlder as sum f the variatin in the share price plus the dividend and ther similar cncepts received during the validity f the Plan.

4 (b) Fr the determinatin f the variatin in the share price, the initial reference price t be taken is the average clsing price f the stck sessins f the three last mnths f 2010 (5.21 eur), and as final reference price the average f clsing price f the stck sessins f the last three mnths f (c) The reference grup is frmed by cmpanies that perate in the same industrial sectr and that are cmparable t Gamesa. (d) The bjective level f RTA is established in the 30% and Gamesa in the 2 nd psitin in the ranking f the reference grup. (e) The weight r weighting f this metric in relatin t the ttal f the incentive is 25%. Prfitable grwth, determined by the abslute EBIT indicatr f the Gamesa grup in the fiscal year (a) The abslute EBIT f the Gamesa grup measures the net perative benefit /explitatin result) befre interests, taxes, results f equivalence, fr sale and/r damage in nn cnventinal assets, and interrupted peratins, crrespnding t a defined perid f tim, and result f the cntributin f all the business areas f Gamesa as cntinuus peratins, that are nwadays defined as the Fabricatin and Sale f Wind Turbines unit (includes Hlding) and the Cnstructin and Sale f Wind Farms unit. (b) The bjective level is established in a certain number in relatin with the fulfilment f the medium sale level and margins f the guidance f the Busines Plan : 4,000 MW; 6.5% EBIT margin in the Wind Turbines Divisin and 25 millin eur in the Cnstructin and Sale f Wind Farms unit in (c) The weight r weighting f this metric in relatin t the ttal f the incentive is 25%. Energy Cst, determined by the technlgical leadership thrugh the cnslidatin f the G10X- 4.5MW and the develpment f the Off-shre platfrm G11X-OFS. (a) T be the reference in the market in the terms f Cst f Energy requires a range f prduct with leader technlgy in the market. S bjectives linked t the new technlgical platfrms are included (ne bund t the cnslidatin f the G10x-4.5MW and anther bund t the develpment f the G11x-OFS f 5 MW). (b) The minimum and maximum level reflects the evlutin f the prjects aligned with the rute page fr the innvatin f prduct determine din the Business Plan , in the sales vlume fr the g10x-4.5mw platfrm and in the dispsal and pre-serial units f the G11x-OFS platfrm. (c) The weight r weighting f this metric in relatin t the ttal f the incentive is 25%. Efficiency, determined by the human capital management, that allws a slid financial psitin that maximizes the value creatin, with the best standard in health and safety, envirnment, quality, and crprate gvernance. The afrementined is translated in tw basic indicatrs: a) Financial slidity f the GAMESA grup (DFN/EBITDA) in the fiscal year The bjective level is established in 2.5x in the fiscal year 2013 aligned with the guidance f the Business Plan The weight r weighting f this metric in relatin t the ttal f the incentive is 15%. b) Crprate Scial Respnsibility perfrmance thrugh the psitining f Gamesa in the Dw Jnes Sustainability Index (DJSI). The DJSI Wrld, is an internatinal sustainability index that carries ut an integrated evaluatin f the ecnmic, envirnmental and scial criteria f the cmpanies, with a strng fcus in the value fr the sharehlder n a lng term. Its cnfiguratin is based n rules, methdlgy and investigatin. Its fcus is the

5 best in class, s nly fcuses in the best cmpanies n each sectr. The revisin is annual and cntinuus by the Swiss agency SAM ( Sustainable Assets Management ). The achievement levels are determined by the percentage in the punctuatin level with an bjective level f 70% and a minimum f 65%; abve and under these levels the calculatin will be made by lineal interplatin. The weight r weighting f this metric in relatin t the ttal f the incentive is 10%. T analyze this bjective achievement the reprt published in September 2013 will be used. Delegatin fr the develpment by the Bard f Directrs: The implementatin, develpment, frmalizing and executin f the Plan requires that the Bard f Directrs is empwered, with the express pwer f delegatin t any f their members, f the Cmmittees f the Bard f Directrs, r t any ther persn that the Bard f Directrs expressly empwers, t adpt as many agreements and signing as many public r private instruments that may be necessary r cnvenient fr its prime effectiveness, including the faculty f crrectin, rectificatin, mdificatin r supplementatin f the present agreement and, in particular, as merely examples: a) T designate the beneficiaries f the Plan and establish the retributive rights that are granted t each f them, as well as fix the specific cnditins f the delivery f the shares f Gamesa, in all details nt established in the present agreement that shall be apprved by the Sharehlders General Meeting f the Cmpany, establishing, amng thers circumstances, and with a merely exemplificative character, the crprate perimeter f applicatin f the Plan, the requirements that shall be fulfilled by the beneficiaries t receive the shares, the delivery prcedure f these shares, the assumptins that determine the anticipated liquidatin f the Plan r the extinctin f the attributed rights f the beneficiaries, if applicable, as well as the rules by which it shall be gverned. b) T write, subscribe and present as many cmmunicatins, dcuments, pubic r private, and cmplementary dcuments that may be applicable r cnvenient at any public r private bdy with the purpse f the executin f the Plan. c) T carry ut any act, statement r management at any bdy r entity r public r private registry, natinal r n natinal t btain any necessary authrizatin r verificatin fr the delivery f the shares f Gamesa. d) T negtiate, agree r subscribe the agreements with the financial entities that the Bard f Directrs f Gamesa freely appint, in the terms and cnditins that are estimated adequate. e) T write and publish as many advertisements as necessary r cnvenient. f) T write, subscribe, cnfer and, if applicable, certify, any type f dcument related t the Plan. g) And, in general, t reach as many agreements and carry ut as many acts as necessary r merely cnvenient t the prper ending f the implementatin f the Plan.

6 Agreement prpsal t be submitted fr its apprval, if applicable, t the Sharehlders General Meeting Item Eight n the Agenda: Examinatin and apprval, if applicable, f a Lng Term Incentive Prgram thrugh the delivery f shares f the cmpany bund t the achievement f the key targets f the Business Plan aimed t the Chairman f the Cmpany, Senir Management, Managers and emplyees f Gamesa Crpración Tecnlógica, Sciedad Anónima, and if applicable, f its dependent cmpanies, and the delegatin t the Bard f Directrs, with the express faculty f substitutin, t implement, develp, frmalize and execute the afrementined remuneratin system. T apprve, in accrdance t article 219 f the Capital Cmpanies Law and the articles 25.2 f the By-Laws and Article 5.4(iii).g) f the Bard f Directrs Regulatins f Gamesa, a Lng Term Incentive Prgram thrugh the delivery f shares f the cmpany hereafter the Plan ) bund t the achievement f the key targets f the Business Plan accrding t the fllwing terms: Objective and descriptin f the Plan: Objective.- The Plan is established t strengthen the cmmitment f the key management team and the alignment with the bjectives f Gamesa, rientated t the achievement f the principal bjectives f the Business Plan Descriptin f the Plan.- The Plan cnsists in an extrardinary, multi-year an payable in shares f the Cmpany incentive, which cnsists in the initial assignment t the beneficiary f a number f theretical shares that, after the applicatin f certain cefficients, based n the achievement level, may lead t the effective delivery f shares f Gamesa n the established payment date. N minimum value f the assigned shares is guaranteed. If necessary r cnvenient because f legal, regulatry r frm any ther nature reasns, the mechanisms f the delivery f shares may de adapted in certain cases, with n alteratin f the maximum number f shares linked t the Plan and f the essential cnditins frm which the delivery depends. Within these pssible adaptatins the substitutin f the delivery f shares fr a delivery in the payment date f cash amunts f equal value is included. In this case, the equivalent in cash will be calculated multiplying the number f shares that may have crrespnd n the payment date fr the clsing price f the share n that date. Beneficiaries: The Plan f shares is aimed t the persns that, because f their respnsibility level r because their pst in Gamesa, cntribute, in a decisive way, t the achievement f the targets f the cmpany. In particular, the beneficiaries are: (i) (ii) (iii) the Chairman f the Cmpany and, if it is appinted as a different pst, the Chief Executive Officer, Senir Managers f the Cmpany, determined by the Bard f Directrs after the prpsal f the Appintments and Remuneratin Cmmittee, Managers and emplyees f Gamesa and, if applicable, f the dependent cmpanies, determined by the Chairman f the Cmpany.

7 It is estimated that the Plan has apprximately 170 beneficiaries, with n prejudice f the pssibility that because f new incrpratins r because f mbility r prfessinal level changes, new beneficiaries may be included during the measuring perid, with respect t the maximum authrized limit f shares. Dates and perids: Measuring perid.- The measuring Perid cvers the perid f time starting n January 1, 2011 and ending n December 31, Date f payment.- Is the date f liquidatin f the Plan, that will take place during the first 90 natural days f Nevertheless, the participants f the Plan cmmit t nt sell, burden r dispse by any nerus r free title (except the mrtis causa transfers) the 50 per cent f the received shares during a perid f ne (1) year since the payment date. As a cnditin fr the payment f the incentive, the Bard f Directrs f Gamesa must ratify the degree f achievement f the targets f the Plan, with the previus reprt f the Appintments and Remuneratin Cmmittee. Limit and surce f the shares: The Plan can nt exceed the delivery, as a maximum, f a ttal f 5,325,000 shares, nt being able the Chairman f the Cmpany (r, if it is appinted as a different pst, the Chief Executive Officer) t receive a number higher than 408,201 shares. These limits are calculated, the first ne, with the fresight f pssible participants incrpratins, and bth fr the case f maximum achievement f the bjectives cnsidering them t 150%. The ttal limit f 5,325,000 shares represents a 2.17% f the share capital f Gamesa (0.7224% each fiscal year). All the shares t be delivered n executin f the Plan will cme frm the treasury stck f the Cmpany. Measuring f the achievement f the bjectives f the Plan: The achievement f the bjectives f the Plan is linked t the fulfilment f the strategic vectrs f the Business Plan , that is t be measured accrding t the fllwing metrics: (i) (ii) (iii) (iv) Ttal Return fr the Sharehlder (RTA), n cmparisn t a grup f cmpanies f reference. Prfitable grwth, determined by the abslute EBIT indicatr f the Gamesa grup in the fiscal year Energy Cst, determined by the technlgical leadership thrugh the cnslidatin f the G10X- 4.5MW and the develpment f the Off-shre platfrm G11X-OFS. Efficiency, determined by the human capital management, that allws a slid financial psitin that maximizes the value creatin, with the best standard in health and safety, envirnment, quality, and crprate gvernance. The afrementined is translated in tw basic indicatrs:

8 c) Financial slidity f the GAMESA grup (DFN/EBITDA) in the fiscal year d) Crprate Scial Respnsibility perfrmance thrugh the psitining f Gamesa in the Dw Jnes Sustainability Index. Delegatin fr the develpment by the Bard f Directrs: The implementatin, develpment, frmalizing and executin f the Plan requires that the Bard f Directrs is empwered, with the express pwer f delegatin t any f their members, f the Cmmittees f the Bard f Directrs, r t any ther persn that the Bard f Directrs expressly empwers, t adpt as many agreements and signing as many public r private instruments that may be necessary r cnvenient fr its prime effectiveness, including the faculty f crrectin, rectificatin, mdificatin r supplementatin f the present agreement and, in particular, as merely examples: h) T designate the beneficiaries f the Plan and establish the retributive rights that are granted t each f them, as well as fix the specific cnditins f the delivery f the shares f Gamesa, in all details nt established in the present agreement that shall be apprved by the Sharehlders General Meeting f the Cmpany, establishing, amng thers circumstances, and with a merely exemplificative character, the crprate perimeter f applicatin f the Plan, the requirements that shall be fulfilled by the beneficiaries t receive the shares, the delivery prcedure f these shares, the assumptins that determine the anticipated liquidatin f the Plan r the extinctin f the attributed rights f the beneficiaries, if applicable, as well as the rules by which it shall be gverned. i) T write, subscribe and present as many cmmunicatins, dcuments, pubic r private, and cmplementary dcuments that may be applicable r cnvenient at any public r private bdy with the purpse f the executin f the Plan. j) T carry ut any act, statement r management at any bdy r entity r public r private registry, natinal r n natinal t btain any necessary authrizatin r verificatin fr the delivery f the shares f Gamesa. k) T negtiate, agree r subscribe the agreements with the financial entities that the Bard f Directrs f Gamesa freely appint, in the terms and cnditins that are estimated adequate. l) T write and publish as many advertisements as necessary r cnvenient. m) T write, subscribe, cnfer and, if applicable, certify, any type f dcument related t the Plan. n) And, in general, t reach as many agreements and carry ut as many acts as necessary r merely cnvenient t the prper ending f the implementatin f the Plan.