Remuneration Information • Mar 18, 2022
Remuneration Information
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Openjobmetis S.p.A.
(drafted pursuant to Article 84-ter of Consob Regulation no. 11971 of 14 May 1999, as subsequently amended and supplemented)
16 March 2022
This information document (the "Information Document"), drafted pursuant to Article 84-bis and Chart 7 of Attachment 3A of CONSOB Regulation no. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), concerns the proposal to adopt the medium to long term incentive plan for directors with certain specific roles and/or executives pursuant to the Corporate Governance Code as well as other executives with strategic responsibilities and key employees, from a strategic or operational standpoint, with full time subordinate work contracts with Openjobmetis S.p.A. (the "Company" or "Openjobmetis"). The Incentive Plan grants a free right to receive Company shares for free on condition of meeting certain specific performance goals and a number of additional conditions foreseen by the same plan (henceforth the "Performance Shares 2022-2024 Plan" or the "Plan").
The aforementioned Plan adoption proposal, approved by the Board of Directors of Openjobmetis on 16 March 2022, will be submitted to the approval of the Shareholders' Meeting convened on 19 April 2022 pursuant to Art. 114-bis of Italian Legislative Decree no. 58 of 24 February 1998 as subsequently amended and supplemented (the "TUF"), seeing as it is also intended for directors and managers with strategic responsibilities.
At the date of this Information Document, the Plan adoption proposal has not yet been approved by the Company's Shareholders' Meeting, therefore:
The information foreseen by Chart no. 7 of Attachment 3A of the Issuers' Regulations that are not contained in this Information Document will be provided, if available, during the Plan's implementation phase, pursuant to art. 84-bis, paragraph 5, lett. a) of the Issuers' Regulations.
For the purpose of this Information Document the terms listed below have the meaning specified below for each of them:
| Directors | refers to the members of the Board of Directors qualified as executives pursuant to the Corporate Governance Code and/or the directors assigned with specific positions. |
|---|---|
| Shares | refers to ordinary Openjobmetis shares. |
| Beneficiaries | refers to the Directors, Managers with strategic responsibilities and other key Employees, from a strategic or operational standpoint, that will be identified by name, even on different dates or with reference to one or more Tranches, by the Board of Directors at its own unquestionable discretion, having heard the opinion of the Remuneration Committee, among the subjects assigned with relevant functions from a strategic or operational point of view within the Company or in any case that provide a significant contribution in the pursuit of the Company's and the Group's objectives. |
| Corporate Governance Code | refers to the Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee. |
| Remuneration Committee | refers to the remuneration committee instituted within the Board of Directors pursuant to the Corporate Governance Code. |
| Board of Directors | refers to Openjobmetis' Board of Directors in office at any one time. |
| Date of Share Allocation | with reference to each Tranche and to each Beneficiary, it refers to the date of allocation of the Shares, which falls between the Verification Date and the thirtieth Business Day after the Verification Date. |
| Date of Right Allocation | with reference to each Tranche and each Beneficiary, it indicates the date of the Board of Directors' resolution which identifies the Beneficiary, the allocation of the Right to Receive Shares to the same Beneficiary and the calculation of the Base Number of Shares that may be allocated based on the terms and conditions that will be indicated in this Regulation. |
| Verification Date | refers to the date on which the Board of Directors verifies when the Share Allocation conditions pursuant to this Plan have been met subsequent to the approval by the Company's Shareholders' |
| Meeting of the financial statements for the business year ending on 31 December of the last Vesting Period in operation and in any case within the fifteenth Business Day after the approval of said financial statements. |
|
|---|---|
| Employees | refers to Company employees with a subordinate full time work contract registered in the appropriate Company register and classified as middle managers or executives. |
| Executives with strategic responsibilities |
refers to executives with strategic responsibilities within the Company as defined by the international accounting standards adopted according to the procedure referred to in Art. 6 of Regulation (EC) no. 1606/2002, to which Consob Regulation no. 17221 of 12 March 2010, containing provisions on related party transactions, makes reference. |
| Right to Receive Shares | refers to the conditional, free and non-transferable right by deed inter vivos, to receive Shares at no cost to the extent and under the terms and conditions foreseen by the Regulation, if certain specific Performance Objectives are reached. |
| Adjusted Consolidated EBITDA |
indicates the profit/(loss) for the period, before income taxes, net financial expense, amortisation/depreciation, provisions and impairment losses, and before any non-recurring income (expense) resulting from the Consolidated Financial Statements of the Company; it should be noted that, if the Consolidated Financial Statements based on which the Performance Objectives were calculated do not include an adjusted EBITDA amount, for the purpose of this Plan, the consolidated EBITDA will be used. |
| Adjusted Cumulative Consolidated EBITDA |
indicates, for each Tranche, the sum of the Adjusted Consolidated EBITDA values for three business years included in the relevant Vesting Period, meaning (i) the business years ending on 31 December 2022, 2023 and 2024 for the first Tranche; (ii) the business years ending on 31 December 2023, 2024 and 2025 for the second Tranche and (iii) the business years ending on 31 December 2024, 2025 and 2026 for the third Tranche. |
| ESG Risk Rating | refers to the rating assigned to the Company on an annual basis for the environmental, social and corporate governance areas by Sustainalytics, one of the leading ESG research, rating and data companies. |
Business Day refers to each calendar day excluding Saturdays and Sundays and
| any other days when banks are not, as a rule, open in Milan for usual business. |
|
|---|---|
| Group | refers to the Company and its subsidiaries pursuant to article 2359 of the Italian Civil Code. |
| Lock-Up Commitment |
the irrevocable commitment towards the Company not to directly or indirectly engage in sale transactions, provisions and/or in any transactions which aim to or as a result of which, whether directly or indirectly, the Shares awarded as part of the Plan may be assigned or transferred to third parties for whatever reason and in whatever form to the extent and under the conditions provided for by the Plan itself. |
| Base Number of Shares | indicates, for each Beneficiary, the number of Shares that the same will be entitled to on achieving 100% of the Performance Objectives under the terms and conditions foreseen by the Regulation. |
| Performance Objectives | refers to the performance objectives, measured with reference to each Vesting Period, the achievement of which the Allocation of the Shares to each Beneficiary depends, as identified by the Board of Directors, having heard the opinion, for that falling under its remit, of the Remuneration Committee and calculated with reference to the following indicators: |
| - Adjusted Cumulative Consolidated EBITDA, and - relative Total Shareholder Return calculated compared to the TSRs of the Panel Companies. |
|
| Vesting Period | refers to the period, starting on 1 January of the business year which assigns the Right to Receive Shares at 31 December of the third year after the allocation of the Right to Receive Shares (meaning 1 January 2022-31 December 2024 for the first Tranche, 1 January 2023-31 December 2025 for the Second Tranche and 1 January 2024-31 December 2026 for the third Tranche), with reference to which the achievement of the Performance Objectives of each Tranche shall be verified. |
| Plan | has the meaning indicated in the Introduction. |
| Relationship | refers to, on a case per case basis, the subordinate full time employment relationship of the Employee or Executives with Strategic Responsibilities or the relationship resulting from the appointment as Director that exists between the Beneficiary and the Company. |
| Company | refers to Openjobmetis S.p.A. |
used, and other comparable platforms if unavailable.
Company TSR or TSR OJM refers to the Total Shareholder Return of the Company's Shares in a specific Vesting Period, in the instances where in order to calculate the Share price variations one shall take as the first term of reference the Share's average price during the 30 days of open trading on the Stock Market prior to 1 January of the first business year of the relevant Vesting Period and as second term of reference the Share's average price in the 30 days of open trading on the Stock Market prior to 31 December of the last business year of the relevant Vesting Period.
TUF refers to Italian Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.
The Plan is intended for Directors, Managers with strategic responsibilities other than Directors and other key Employees, from a strategic or operational standpoint, that will be identified by name, even on different dates or with reference to one or more Tranches, by the Board of Directors at its own unquestionable discretion, having heard the opinion of the Remuneration Committee, among the subjects assigned with relevant functions from a strategic or operational point of view within the Company or in any case that provide a significant contribution in the pursuit of the Company's and the Group's objectives.
The Plan is to be considered - pursuant to art. 114-bis, paragraph 3 of the TUF and art. 84-bis, paragraph 2, lett. a) of the Issuers' Regulations - a "plan of particular relevance" seeing as the Beneficiaries that are identified by the Board of Directors may be directors and executives with strategic responsibilities within the Company.
On the date of this Information Document it is not possible to identify by name the Beneficiaries who might be members of the Board of Directors who will be assigned the Right to Receive Shares, seeing as at the moment the nominal identification of the Beneficiaries shall be made pursuant to the Plan after the approval of the Plan itself by the Company's Shareholders' Meeting as better specified in Paragraph 1.2 below.
The nominal identification of the Beneficiaries that are members of the Board of Directors and the other information foreseen by paragraph 1 of Chart 7 of Attachment 3A of the Issuers' Regulations shall be provided according to the procedures and terms indicated by art. 84-bis, paragraph 5, lett. a) of the Issuers' Regulations.
The Plan is restricted to directors holding certain specific positions and/or executives pursuant to the Corporate Governance Code as well as executives with strategic responsibilities and other key Employees, from a strategic or operational standpoint.
The identification of the Beneficiaries for each Tranche will be made by the Board of Directors, at their unquestionable discretion, following a proposal by the Managing Director and a prior opinion from the Remuneration Committee, for Beneficiaries other than the Managing Director and as proposed by the Remuneration Committee where the Beneficiary of the Plan is the Managing Director and - in the instances regulated by art. 2389, third paragraph, of the Italian Civil Code - after having heard the opinion of the Board of Statutory Auditors.
a) Issuer's General Directors
Not applicable in so far as at the time of this Information Document the Company had not appointed any General Directors.
b) Other directors with strategic responsibilities of the financial instrument issuer that is not classed as a "minor entity", pursuant to article 3, paragraph 1, lett. f) of Regulation no. 17221 of 12 March 2010, if over the course of the year they have received total fees (obtained by summing cash fees and fees based on financial instruments) greater compared to the highest total fees among those assigned to the members of the Board of Directors, or the Management Board, and the general directors of the financial instruments issuer
Not applicable seeing as the Company does qualify as a "minor entity" company pursuant to article 3, paragraph 1, lett. f) of Regulation no. 17221 of 12 March 2010.
c) Natural Persons controlling the share issuer, whether employees or that work as collaborators for the share issuer
Not applicable seeing as no natural persons have control over Openjobmetis that are Plan beneficiaries.
a) Description and number of executives with strategic responsibilities other than those indicated under letter b) of paragraph 1.3
Not applicable seeing as the Company does qualify as a "minor entity" company pursuant to article 3, paragraph 1, lett. f) of Regulation no. 17221 of 12 March 2010.
b) For "minor entity" companies, pursuant to article 3, paragraph 1, lett. f) of Regulation no. 17221 of 12 March 2010, the aggregate indication for all executives with strategic responsibilities of the financial instrument issuer
At the date of this Information Document it is not possible to identify any of the Plan's Beneficiaries, seeing as the nominal identification of the Beneficiaries shall be made pursuant to the Plan after the approval of the Plan itself by the Company's Shareholders' Meeting as better specified in Paragraph 1.2 above.
The aggregate indication of the Beneficiaries that are Executives with strategic responsibilities and the other information foreseen by paragraph 1 of Chart 7 of Attachment 3A of the Issuers' Regulations shall be provided according to the procedures and terms indicated by art. 84-bis, paragraph 5, lett. a) of the Issuers' Regulations.
c) Description of any other employee or collaborator categories for whom specific plan characteristics have been foreseen (for example executives, managers, white collar workers, etc.)
There are no Employee categories for which specific Plan characteristics have been foreseen.
The objectives of the Plan are as follows:
The accrual of the Right to Receive Shares and, therefore, the Allocation of the Shares to the extent established in accordance with the Plan, are subordinate to the fulfilment of the following conditions:
For each of the three Tranches, the Board of Directors will identify by name, having heard the opinion of the Remuneration Committee, the Beneficiaries assigning to each of them the Right to Receive Shares and calculating, for each of them, the Base Number of Shares, meaning the number of Shares that each Beneficiary is entitled to if 100% of the Performance Objectives are reached according to the terms and conditions foreseen by the Plan.
The identification of the Beneficiaries for each Tranche and the calculation of the Base Number of Shares that may be assigned to each Beneficiary will be made by the Board of Directors, at their unquestionable discretion, as proposed by the Managing Director and with a prior opinion from the Remuneration Committee, for Beneficiaries other than the Managing Director and as proposed by the Remuneration Committee where the Beneficiary of the Plan is the Managing Director and - in the instances regulated by art. 2389, third paragraph of the Italian Civil Code - having heard the opinion of the Board of Statutory Auditors, having regard for the Company's interests, taking into account, among other things, the importance of the resource in relation to Company results, the strategic relevance of the position held within the Company, the resource's potential and every other element that may be useful or relevant with regard to the objectives of creating value for the Company and the Group as reflected in the definition of the Performance Objectives. The Base Number of Shares determined for a Beneficiary shall be the same for all Tranches of which such person is identified as a Beneficiary.
2.4 Reasons for any decision to assign compensation plans based on financial instruments not issued by the issuer of financial instruments, such as financial instruments issued by subsidiaries or controlling companies or third party companies in terms of Group membership; if said instruments are not traded on regulated markets, information on the criteria used to establish the value to be assigned to them.
The Plan does not foresee the allocation of compensation based on financial instruments other than those issued by the Company.
No particular implications of a tax and/or accounting nature have had a bearing on the definition of the plans.
The Plan does not receive any support from the Special Fund for the promotion of employee interest in companies, pursuant to article 4, paragraph 112, of Law no. 350 of 24 December 2003.
The Plan was approved by the Board of Directors on 16 March 2022, based on the findings of the preparatory work carried out by the Remuneration Committee. On the same date, the Board of Directors resolved to submit the Plan to the approval of the Company's Shareholders' Meeting pursuant to Art. 114 bis of the TUF.
At the Company's Shareholders' Meeting it will also be proposed that the Board of Directors be granted the broadest required and advisable power to arrange and ensure complete and integral implementation of the Plan included herein, by way of non-limiting example, the power to (i) identify the Beneficiaries and the Performance Objectives, (ii) calculate the Base Number of Shares to be allocated to each Beneficiary, based on which the Board of Directors will calculate the number of actual Shares to be allocated to each Beneficiary based on the level of achievement, or possible exceeding, of the same Performance Objectives, under the terms and conditions foreseen by the same plan and, in any case, within the maximum number of shares to be allocated to the plan as established by the Shareholders' Meeting, (iii) exercise all powers and functions assigned to the Board of Directors by the Plan and make all necessary decisions, (iv) make Treasury Shares owned by the Company available for the Plan; (v) draft and approve the Plan Regulation and introduce the amendments and/or integrations that may be considered necessary and/or advisable in the event of extraordinary transactions that concern the Company and/or the Group; and (iv) take steps to inform the market, draft and/or finalise every document required or advisable for the Plan, pursuant to applicable legislative and regulatory provisions, as well as, generally speaking, the adoption of the resolutions passed by the Shareholders' Meeting with regard to the Plan.
The descriptive report by the Board of Directors containing the resolution proposal is made available in accordance with the terms and conditions set by law.
The body responsible for the management of the Plan is the Board of Directors which, in exercising the powers granted to it by the ordinary Shareholders' Meeting with regard to the Plan, may delegate its powers, assignments and responsibilities in relation to the execution, management and administration of the Plan to one or more of its members.
The Remuneration Committee shall provide consultation and proposal advice with regard to the implementation of the Plan, according to the recommendations of the Corporate Governance Code.
If, during the Vesting Period, one or more Third Purchaser purchase a number of Shares such as to entail the acquisition of control of the Company pursuant to Article 2359, paragraph 1, numbers 1) and 2), of the Italian Civil Code or if the launch of a takeover bid or exchange offer on the Shares (the "Offer") is notified pursuant to Articles 102 et seq. of the TUF, this will constitute an incidence of acceleration of the accrual of the right granted to the Beneficiary for the current Tranche(s) with the consequence that the Beneficiary will be assigned, in advance, the Shares deriving from the accrual of the right in a number to be determined by the Board of Directors taking into account the portion of the Vesting Period elapsed also independently from the actual achievement of the Performance Objectives. In the event of an Offer, the Shares will be allocated in time to allow the Beneficiary to accept the Offer. In such event, the Lock-Up Commitments will be terminated.
In the event of extraordinary transactions on the capital of the Company, such as, by way of example but not limited to, mergers, spin-offs, reductions in share capital due to losses through cancellation of Shares, increases in the share capital of the Company, whether free of charge or against payment, regrouping or splitting of Shares or legislative or regulatory changes or other events likely to affect one or more of the indicators and/or the Sustainability Demultiplier and/or the Plan, the Board of Directors shall have the power, having heard the Remuneration Committee, to make the amendments and additions deemed necessary and/or appropriate to the Plan, the Regulation and/or the Participation Proposal, in order to keep the essential and economic contents of the Regulation as unchanged as possible, in compliance with the objectives and purposes pursued by the same.
Such changes and additions may relate to the Base Number of Shares, Performance Objectives, Indicators, the Sustainability Demultiplier, and the Vesting Period. The Board of Directors may suspend the Allocation of the Shares for a period of up to three months in order to be able to make its decisions on the above.
See Paragraph 4.9 below in relation to the delisting of the Company's shares during the Vesting Period.
On the date of this Information Document the Company owns no. 357,544 treasury shares. The maximum number of Shares required for the Plan amounts to no. 207,978. The Company intends to use
the treasury shares it will hold in its portfolio during the execution of the Plan.
The characteristics of the Plan to be submitted to the approval of the Company's Shareholders' Meeting, pursuant to and for the effects of art. 114-bis of the TUF, have been established in collegial form by the Board of Directors, with the proactive and advisory support provided by the Remuneration Committee and complying with the conclusions reached by the same Committee, as recommended by the Corporate Governance Code and in line with the Company's best practices on the matter.
Among the categories of Plan Beneficiaries there are also Directors assigned specific positions.
Any Board resolution assigning the Right to Receive Shares to Beneficiaries who hold Directorships shall be adopted in compliance with applicable regulatory provisions.
The Remuneration Committee has outlined the Plan's architecture through preparatory work that took place starting from 4 October 2021. On 15 February 2022, the Committee set out the guidelines for the Plan and on 24 February 2022 referred to the Board of Directors the outcome of the activities undertaken. Finally, the Committee passed a resolution on the final proposal to be submitted to the Board of Directors relative to the Plan on 11 March 2022.
On 16 March 2022, the Board of Directors, as proposed by the Remuneration Committee, passed a resolution to approve the Plan adoption proposal and to submit the same to the approval of the Shareholders' Meeting.
The Plan is subject to approval by the Shareholders' Meeting on 19 April 2022. After the Shareholders' Meeting, if the Plan and the related accessory resolutions are approved, the Board of Directors will meet to pass the relevant resolutions for the implementation of the Plan itself.
According to the terms of the Plan, the Board of Directors may identify the Beneficiaries for each Tranche, once the Plan has been approved by the Shareholders' Meeting, even in more than a single Date of Right Allocation, providing it is within the following periods, respectively;
The resolutions that are passed by the Board of Directors for the implementation of the Plan, must be made public pursuant to art. 84-bis, paragraph 5, lett. a) of the Issuers' Regulations.
The official price of the Shares on the Mercato Telematico Azionario (Screen based stock exchange) on the dates detailed in the preceding Paragraph 3.6 was as follows:
| 15 February 2022 | € 11.70 |
|---|---|
| 24 February 2022 | € 9.94 |
| 11 March 2022 | € 10.69 |
| 16 March 2022 | € 11,18 |
3.9 For plans based on financial instruments traded on regulated markets, in what terms and according to what procedures does the issuer take into account, when identifying the time frame for allocation of the instruments involved in the implementation of the plans, the possible temporal coincidence between: (i) said allocation and possible resolutions taken on this point by the remuneration committee, and (ii) the distribution of any relevant information pursuant to art. 114, paragraph 1, TUF, for example, in the event that said information is: a. not yet public and likely to positively influence market prices, or b. already published and likely to negatively influence market prices.
The Shares shall only be allocated at the end of the Vesting Period and provided the maturity conditions outlined under Paragraph 2.2 have been met. Consequently, any distribution of privileged information at the time of allocating the Rights would not explain appreciable effects on the Plan caused by the conduct of the Beneficiaries who, at that time, cannot carry out any share trading operations on Shares, seeing as their delivery is differed to a later time compared to that of allocation of the same Rights.
The procedure for Right allocation and Share deliver will take place, in any case, with full compliance with the information obligations which the Company is required to satisfy, in order to ensure the transparency and fairness of the information provided to the market, and compliance with the procedures adopted by the Company.
The purpose of the Plan is the free allocation of the conditional, free and non-transferable right by deed inter vivos to the Beneficiaries, according to the terms and conditions foreseen by the same Plan; free ordinary Company shares dependant on the achievement of specific Performance Objectives and in relation to the degree said Performance Objectives are met, without prejudice to the application of the Sustainability Demultiplier.
The Plan is divided into three Tranches of annual allocations (2022, 2023 and 2024), each with its own three-year Vesting Period.
The Performance Objectives for each Tranche are identified by the Board of Directors, having heard the opinion of the Remuneration Committee regarding the aspect under its remit, and shall be measured with reference to the relative Vesting Period and, therefore (i) with reference to the years 2022, 2023 and 2024 for the first Tranche, (ii) with reference to the years 2023, 2024 and 2025 for the second Tranche and (iii) with reference to the years 2024, 2025 and 2026 for the third Tranche.
Following approval by the Company's Shareholders' Meeting of the financial statements for the year closing at 31 December of the last year of the Vesting Period and in any case within the fifteenth Business Day following the approval of said financial statements, the Board of Directors shall assess whether the conditions detailed under the preceding Paragraph 2.2 have been met and will then proceed to calculate, based on the Base Number of Shares, the actual number of Shares that shall go to each Beneficiary in relation to the level of achievement of the Performance Objectives.
The Company shall proceed to Allocate the actual number of Shares owed to each Beneficiary within 30 Business Days of the Verification Date.
The Board of Directors may identify the Beneficiaries of the third and last Tranche by 30 June 2024.
The Allocation of the Shares for the last Tranche must take place within 30 Business Days of the relative Verification Date which may not be more than fifteen Business Days after the date of approval by the Company's Shareholders' Meeting of the financial statements for the year ending on 31 December 2026.
The maximum number of Shares that may be assigned pursuant to the execution of the Plan amount to 207,978.
As indicated in Paragraph 2.2, the vesting of the Right to Receive Shares and, therefore, the Allocation of the Shares to the extent established based on this Plan, are subordinated to the continuation of the Relationship of the Beneficiary with the Company at the Allocation Date as well as the achievement of the Minimum Objective with reference to at least one of the two performance indicators foreseen by the Plan, meaning the Company's Adjusted Cumulative Consolidated EBITDA and the Total Shareholder Return calculated compared to the TSRs of the Companies included in the Panel.
Each indicator carries a weight equal to 50% of the total Base Number of Shares, so that, by way of example, on achieving 100% of the Performance Objective identified with reference to the Adjusted Cumulative Consolidated EBITDA shall entail the allocation of 50% of the Base Number of Shares and the achievement
of 100% of the Performance Objective identified with reference to the Total Shareholder Return shall entail the allocation of the remaining 50% of the Base Number of Shares, as further specified below, without prejudice to the application of the Sustainability Demultiplier.
The Performance Target Objective based on the Adjusted Cumulative Consolidated EBITDA (i) with reference to the first Tranche, amounts to the sum of the Adjusted Cumulative Consolidated EBITDA indicated in the annual consolidated budgets for the years 2022, 2023 and 2024 (it being understood that, in the event of approval of multi-year plans, the annual budget that needs to be considered for each year will be the one in the multi-year plan in which the year in question is the first), while (ii) with reference to Tranches subsequent to the first, the Board of Directors may establish the Performance Target Objective based on the Adjusted Cumulative Consolidated EBITDA for the annual budgets according to the same criteria applied to the first Tranche or with reference to the Adjusted Cumulative Consolidated EBITDA values indicated in the multi-year industrial plans for the relevant Vesting Period (the values in points (i) and (ii) being known as the "Adjusted EBITDA Target Objective" or "OTER"). As regards the criteria to be used to assess - as described below - the achievement of the Adjusted EBITDA Target Objective, the principle of the necessary homogeneity between the economic and financial values used for comparison remains in force. Consistently, in the event of extraordinary transactions carried out by the Company (for example, acquisitions or disposals of equity investments or business units) during the year in question (and not included in the budget), the degree of achievement of the aforementioned economic and financial Performance Objectives will be determined by neutralising the economic and financial effects, of whatever type and nature, of the aforementioned extraordinary transactions.
The Adjusted Cumulative Consolidated EBITDA indicator is weighted at 50% of the Base Number of Shares designated for each Beneficiary (the "First Quota of Shares"). With reference to the Performance Target Objective based on the Adjusted Cumulative Consolidated EBITDA, each Beneficiary will be allocated a percentage of the First Quota of Shares in accordance with the following table:
| % of achievement of the Adjusted EBITDA Target Objective (OTER) |
Shares allocated as a % in relation to the First Quota of Shares (PQA) |
|---|---|
| OTER 90% |
0% |
| 90% ≤ OTER ≤ 100% | 50% ≤ PQA ≤ 100% |
| 100% OTER ≤ 110% |
100% PQA ≤ 120% |
| OTER > 110% | 120% |
| The intermediate values are calculated by linear interpolation. |
➢ If the Adjusted Cumulative Consolidated EBITDA for the relevant Vesting Period is equivalent to 90% of the Adjusted EBITDA Target Objective ("Cumulative EBITDA Minimum Objective"), the Beneficiary shall have the right to 50% of the First Quota of Shares.
➢ If the Adjusted Cumulative Consolidated EBITDA for the relevant Vesting Period is included between 90% and 100% of the Adjusted EBITDA Target Objective, the Beneficiary shall have the right to a percentage of the First Quota of Shares included between 50% and 100% calculated by linear interpolation.
The Performance Target Objective based on the TSR is understood as having been met when the Company's TSR is positioned in the third quartile of the TSRs of the Panel Companies ("TSR Target Objective"), where the third quartile of TSRs is the value of the distribution of TSRs of the Panel Companies that separates the 25% of higher TSRs from the 75% of lower TSRs.
The TSR indicator is weighted at 50% of the Base Number of Shares designated for each Beneficiary (the "Second Quota of Shares"). With reference to the Performance Objective based on the TSR, each Beneficiary will be allocated a percentage of the Second Quota of Shares in accordance with the following table:
| Positioning of the Company's TSR (TSR OJM) compared to the TSRs of the Panel Companies. |
Shares allocated as a % in relation to the Second Quota of Shares (SQA) |
|---|---|
| TSR OJM Median |
0% |
| Median ≤ TSR OJM ≤ Third quartile |
50% ≤ SQA ≤ 100% |
| Third Quartile TSR OJM ≤ Ninth decile |
100% SQA ≤ 120% |
| TSR OJM > Ninth Decile | 120% |
| The intermediate values are calculated by linear interpolation. |
quartile of the TSRs is the value of the TSR distribution of Panel Companies that separates the 25% with higher TSRs to the 75% with lower TSRs.
The Performance Objective based on the Adjusted Cumulative Consolidated EBITDA and the Performance Objective based on the TSR are independent Performance Objectives. If the Minimum Objective is not exceeded based on one of the two indicators, the Shares based on meeting of the Performance Objective for the other indicator may in any case be assigned.
For the purpose of determining the actual number of Shares to be assigned to the Beneficiary, the number of Shares that would result in being assigned pursuant to the preceding paragraphs shall be multiplied by a so-called sustainability demultiplier due to the ESG Risk Rating of the Company. The sustainability demultiplier (the "Sustainability Demultiplier") is determined as follows:
| ESG Risk Rating of the Company in the last year of the Vesting Period |
Sustainability Demultiplier |
|---|---|
| Less than or equal to 10 | 1 |
| Greater than 10 | 0.90 |
where, values less than or equal to 10 of the ESG Risk Rating are equivalent to the risk class defined as "negligible risk" in the Sustainalytics assessment model.
Each Beneficiary who is a Director shall be subject to a Lock-Up Commitment in relation to 50% of the Shares assigned to them under the Plan from the Allocation Date until the last day of the twenty-fourth month following the Allocation Date, it being understood that such Beneficiary shall in any event be obliged, even after the expiry of the aforementioned period of unavailability, to hold continuously until the end of its mandate, a number of Shares at least equal to 25% of the Shares assigned to them under the Plan.
Each Beneficiary that is an Executives with strategic responsibilities shall be subject to a Lock-Up Commitment in relation to 50% of the Shares assigned to them under the Plan of the following duration: (i) from the Allocation Date until the last day of the twelfth month following the Allocation Date with respect to 25% of the Shares subject to the Lock-Up Commitment and (ii) from the Allocation Date until the last day of the twenty-fourth month following the Allocation Date with respect to the remaining 25%
of the Shares assigned to them under the Plan.
Without prejudice to the provisions of Paragraph 3.3 and to the disposals allowed in order to obtain the funding necessary for the tax and/or contribution obligations of the Beneficiary arising from the Plan, in any case the disposals carried out in compliance with legal or regulatory obligations or in order to adhere to a takeover bid or exchange offer pursuant to the TUF shall remain unaffected.
Not applicable.
In the event of a termination of the employment Relationship between the Beneficiary and the Company prior to the Share Allocation Date owing to (i) voluntary resignation by the Beneficiary not supported by just cause or by one of the reasons detailed in the subsequent paragraph (even in the event that by the Share Allocation Date the termination of the Relationship has not yet become effective but the Company has received a formal communication to this end from the Beneficiary); (ii) revocation for just cause or lapsing of the mandate as Director; (iii) resignation from the position of Director pursuant to art. 2385, paragraph 1, of the Italian Civil Code or (iv) dismissal for just cause or justified reason, the Beneficiary shall be definitely excluded from any rights granted by the Plan, including the Right to Receive Shares, without the right of the Beneficiary receiving any indemnity and/or reimbursement of any kind (so called bad leaver conditions).
If the Relationship between the Beneficiary and the Company is terminated before the Share Allocation Date owing to (i) mutually agreed contract termination; (ii) retirement or voluntary resignation of the Beneficiary with just cause; (iii) revocation without just cause of the position of Director; (iv) natural lapsing of a Director's term; (v) dismissal without just cause or justified reason; (vi) ensuing permanent physical or mental disability or handicap of the Beneficiary that prevents the continuation of the Relationship or (vii) death of the Beneficiary; the Beneficiary (or his/her heirs or assignees once the heirs have filed their inheritance claim and fulfilled all current tax provisions, as far as they apply), without prejudice to compliance with the obligations, procedures and terms of this Regulation, will have the right to maintain the Right to Receive Shares with reference to a Base Number of Shares that will be recalculated and adjusted based on the time during which the Relationship remained effective during the Vesting Period (so called good leaver conditions).
It is understood that (a) the natural lapsing of the position of Director followed by immediate renewal without interruption shall not be considered a termination of the Relationship between the Beneficiary and the Company and (b) the Right to Receive Shares shall in any case remain pending from the moment when any letter indicating disciplinary proceedings is sent up until the moment the disciplinary proceedings are completed.
The Board of Directors, having heard the opinion of the Remuneration Committee, may reach decisions that are more favourable to the Beneficiaries or reach agreements of different content with each Beneficiary.
If the Company's shares are de-listed during the Vesting Period, the Plan will cease to be effective and the Board will have the right, at its own unquestionable discretion, having heard the opinion of the Remuneration Committee, to pass all required resolutions taking into account the criteria set forth in Paragraph 3.3.
4.10 Reasons related to any possible "redemption" provision, by the company, on the financial instruments that are the object of the plan, enacted pursuant to articles 2357 and following of the Italian Civil Code; beneficiaries of the redemption indicating whether the same is only intended for certain categories of employees; effects of the termination of the working relationship on said redemption.
If the achievement of the Performance Objectives has been influenced by wilful or negligent conduct on behalf of the Beneficiary or by behaviour engaged in by the same in violation of the applicable regulations (whether corporate, legal, regulatory or issuing from any other source) or the Performance Objectives have been achieved based on data that prove subsequently to be manifestly incorrect, the Company, without prejudice to its right to be reimbursed of any further damage, will have the right, within the legal prescription terms, to obtain from the Beneficiary the payment of a sum equal to the value of the Shares assigned to the same as calculated on the Allocation Date.
Not applicable.
The information relative to the overall cost of the Plan will be provided according to the procedures foreseen by art. 84-bis, paragraph 5, lett. a) of the Issuers' Regulations.
The Plan will have no diluting effects on the Company's share capital.
Not applicable to the Plan.
4.15 If the shares are not traded on regulated markets, every useful information which may allow a complete assessment of the value that may be assigned to them.
Not applicable to the Plan.
Not applicable
Seeing as at the time of this Information Document the Rights to Receive Shares have not been allocated pursuant to the Plan, the Table no. 1 foreseen under paragraph 4.24 of Chart 7 of Attachment 3A to the Issuers' Regulations, will be supplied in accordance with the procedures detailed in art. 84-bis, paragraph 5, lett. a) of the Issuers' Regulations.
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