Remuneration Information • Mar 28, 2023
Remuneration Information
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Alkemy S.p.A.
Registered office in Milan, at via San Gregorio 34, Milan - share capital resolved Euro 632,467.00, Euro 595,534.32 subscribed and paid-up
Registration number with Milan Companies House, tax code and VAT number 05619950966 - Economic and Administrative Index (REA) no. 1835268
Information Document in connection with the incentive plan called the "2024-2026 Long-Term Incentive Plan", prepared in accordance with Art. 84-bis of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999, as shares, according to scheme 7 of Annex 3A to such Regulation
| DEFINITIONS 4 |
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|---|---|---|---|
| INTRODUCTION | 6 | ||
| 1. THE RECIPIENTS |
7 | ||
| 1.1. NAMES OF THE RECIPIENTS WHO ARE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY AND |
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| ITS DIRECT OR INDIRECT SUBSIDIARIES | 7 | ||
| 1.2. CATEGORIES OF EMPLOYEES OR COLLABORATORS OF THE COMPANY AND ITS DIRECT OR INDIRECT |
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| SUBSIDIARIES | 7 | ||
| 1.3. THE NAMES OF PLAN BENEFICIARIES BELONGING TO THE FOLLOWING GROUPS |
7 | ||
| 1.4. DESCRIPTION AND NUMERICAL INDICATION, SEPARATED BY CATEGORY |
7 | ||
| 2. REASONS FOR THE ADOPTION OF THE PLAN |
7 | ||
| 2.1. TARGETS TO BE ACHIEVED BY ATTRIBUTION OF THE INCENTIVE PLAN |
7 | ||
| 2.2. KEY VARIABLES AND PERFORMANCE INDICATORS, CONSIDERED FOR THE ATTRIBUTION OF THE |
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| INCENTIVE PLAN | 8 | ||
| 2.3. CRITERIA AND ELEMENTS TO DETERMINE THE ENTITY OF THE COMPENSATION BASED ON FINANCIAL |
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| INSTRUMENTS | 8 | ||
| 2.4. THE REASONS BEHIND ANY DECISION TO ATTRIBUTE COMPENSATION PLANS BASED ON FINANCIAL |
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| INSTRUMENTS NOT ISSUED BY THE ISSUER | 9 | ||
| 2.5. ASSESSMENTS REGARDING SIGNIFICANT TAX AND ACCOUNTING IMPLICATIONS THAT IMPACTED THE |
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| DEFINITION OF THE INCENTIVE PLAN | 9 | ||
| 2.6. ANY SUPPORT OF THE INCENTIVE PLAN BY THE SPECIAL FUND FOR ENCOURAGING WORKER |
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| PARTICIPATION IN BUSINESSES, PURSUANT TO ART. 4, PARAGRAPH 112 OF ITALIAN LAW NO. 350 OF 24 |
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| DECEMBER 2003 | 9 | ||
| 3. PROCESS OF APPROVAL AND TIME-SCALE FOR THE ASSIGNING OF INSTRUMENTS |
9 | ||
| 3.1. SCOPE OF POWERS AND DUTIES DELEGATED BY THE SHAREHOLDERS' MEETING TO THE BOARD OF |
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| DIRECTORS FOR THE PURPOSE OF IMPLEMENTING THE INCENTIVE PLAN | 9 | ||
| 3.2. INDICATION OF THE PARTIES APPOINTED TO ADMINISTER THE PLAN AND THEIR DUTIES AND COMPETENCE |
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| 10 | |||
| 3.3. ANY PROCEDURES IN PLACE TO REVIEW THE PLANS, ALSO IN CONNECTION WITH ANY CHANGES TO THE |
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| BASIC OBJECTIVES | 10 | ||
| 3.4. DESCRIPTION OF HOW THE AVAILABILITY AND ASSIGNMENT OF THE FINANCIAL INSTRUMENTS ON WHICH |
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| THE INCENTIVE PLAN IS BASED, CAN BE DETERMINED |
10 | ||
| 3.5. ROLE PLAYED BY EACH DIRECTOR IN DETERMINING THE CHARACTERISTICS OF THE INCENTIVE PLAN |
10 | ||
| 3.6. FOR THE PURPOSE OF THE REQUIREMENTS OF ART. 84-BIS, PARAGRAPH 5, LETTER A), THE DATE OF THE |
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| DECISION MADE BY THE COMPETENT BODY TO PROPOSE APPROVAL OF THE PLAN TO THE SHAREHOLDERS' | |||
| MEETING AND ANY PROPOSAL BY THE POTENTIAL REMUNERATION COMMITTEE TO SUCH BODY. | 10 | ||
| 3.7. FOR THE PURPOSE OF THE REQUIREMENTS OF ART. 84-BIS, PARAGRAPH 5, LETTER A), THE DATE OF THE |
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| DECISION MADE BY THE COMPETENT BODY ON THE ASSIGNMENT OF INSTRUMENTS AND POTENTIAL PROPOSAL TO SAID BODY MADE BY THE POTENTIAL REMUNERATION COMMITTEE |
10 | ||
| 3.8. THE MARKET PRICE RECORDED AT SAID DATES, FOR THE FINANCIAL INSTRUMENTS ON WHICH THE PLANS |
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| ARE BASED, IF TRADED ON REGULATED MARKETS |
10 | ||
| 3.9. FOR PLANS BASED ON FINANCIAL INSTRUMENTS TRADED ON REGULATED MARKETS, THE TERMS AND |
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| METHODS WITH WHICH THE ISSUER, WHEN DETERMINING THE TIME-SCALE FOR ASSIGNING THE INSTRUMENTS |
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| UNDER THE PLAN, TAKES INTO ACCOUNT A POSSIBLE TIMING COINCIDENCE BETWEEN: (I) SAID ASSIGNMENT OR |
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| ANY DECISIONS TAKEN REGARDING THIS MATTER BY THE REMUNERATION COMMITTEE; AND (II) THE |
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| DISCLOSURE OF ANY SIGNIFICANT INFORMATION PURSUANT TO ARTICLE 114, PARAGRAPH 1; FOR EXAMPLE, |
IN | ||
| THE CASE IN WHICH SUCH INFORMATION IS: (A) NOT ALREADY PUBLISHED AND ABLE TO POSITIVELY IMPACT |
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| MARKET PRICES OR (B) ALREADY PUBLISHED AND ABLE TO NEGATIVELY IMPACT MARKET PRICES. |
11 | ||
| 4. CHARACTERISTICS OF THE INSTRUMENTS ATTRIBUTED |
11 | ||
| 4.1. DESCRIPTION OF THE WAYS IN WHICH THE COMPENSATION PLAN BASED ON FINANCIAL INSTRUMENTS IS |
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| STRUCTURED | 11 | ||
| 4.2. INDICATION OF THE PERIOD OF EFFECTIVE IMPLEMENTATION OF THE PLAN, ALSO WITH REFERENCE TO |
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| ANY DIFFERENT CYCLES ENVISAGED | 11 | ||
| 4.3. END OF PLAN |
11 | ||
| 4.4. MAXIMUM NUMBER OF FINANCIAL INSTRUMENTS ASSIGNED DURING EACH TAX YEAR IN CONNECTION WITH |
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| THE SUBJECTS NAMED OR THE CATEGORIES SPECIFIED | 11 |
| 4.5. | THE CLAUSES AND TERMS OF PLAN IMPLEMENTATION, SPECIFYING IF THE EFFECTIVE ATTRIBUTION OF |
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|---|---|---|
| INSTRUMENTS IS SUBJECT TO THE SATISFACTION OF CONDITIONS OR THE ACHIEVEMENT OF CERTAIN | ||
| PERFORMANCE AND OTHER RESULTS | 11 | |
| 4.6. | INDICATION OF ANY AVAILABILITY RESTRICTIONS APPLYING TO THE INSTRUMENTS ATTRIBUTED | 12 |
| 4.7. | DESCRIPTION OF ANY TERMINATION CONDITIONS IN CONNECTION WITH THE ATTRIBUTION OF PLANS IN | |
| THE EVENT THAT THE RECIPIENTS SHOULD IMPLEMENT HEDGING TRANSACTIONS TO NEUTRALISE ANY BANS ON | ||
| SELLING THE FINANCIAL INSTRUMENTS ASSIGNED | 12 | |
| 4.8. | DESCRIPTION OF THE EFFECTS RESULTING FROM TERMINATION OF AN EMPLOYMENT CONTRACT | 12 |
| 4.9. | INDICATION OF ANY OTHER CAUSES OF INCENTIVE PLAN CANCELLATION, IF APPLICABLE |
12 |
| 4.10. | REASONS FOR ANY PROVISION FOR REDEMPTION BY THE COMPANY OF THE FINANCIAL INSTRUMENTS | |
| CONCERNED BY THE INCENTIVE PLAN IN ACCORDANCE WITH ARTICLES 2357 ET SEQ. OF THE ITALIAN CIVIL |
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| CODE | 12 | |
| 4.11. | LOANS OR OTHER CONCESSIONS TO BE GRANTED TO PURCHASE SHARES PURSUANT TO ARTICLES 2358 | |
| ET SEQ. | OF THE ITALIAN CIVIL CODE | 12 |
| 4.12. | INDICATION OF THE VALUATION OF THE EXPECTED EXPENSE FOR THE COMPANY AT THE DATE OF | |
| ASSIGNMENT OF THE SHARES UNDER THE SCOPE OF THE PLAN | 12 | |
| 4.13. | INDICATION OF ANY DILUTIVE EFFECTS ON THE CAPITAL AS A RESULT OF THE COMPENSATION PLANS | 12 |
| 4.14. | ANY LIMITS ENVISAGED FOR THE EXERCISE OF VOTING RIGHTS AND THE ATTRIBUTION OF CAPITAL | |
| RIGHTS 12 | ||
| 4.15. | IF THE SHARES ARE NOT TRADED ON REGULATED MARKETS, ALL INFORMATION USEFUL TO PROPERLY |
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| MEASURING THEIR VALUE | 13 | |
| 4.16. | TABLES ATTACHED | 13 |
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| ------- | ----------------- | ---- |
Executive Directors: the directors with delegations of the Company or Group companies, who may be subsequently identified in compliance with this Regulation.
Assignment: the effective assignment of the Shares to each Beneficiary in accordance with the terms and where the conditions are met as envisaged by the Regulation.
Shareholders' Meeting: the shareholders' meeting of Alkemy S.p.A. convened at single call on 27 April 2023.
Attribution: the attribution to each Beneficiary by the Board of Directors, after consulting with the Remuneration Committee, of the Right to Receive Shares.
Shares: the ordinary shares of Alkemy, to be traded on the Euronext STAR Milan market managed and organised by Borsa Italiana S.p.A., concerned by this Plan.
Grant Shares: the Shares that can be obtained by Beneficiaries purely in order to satisfy the Retention Objective, it being understood that the number of Grant Shares can be at most equal to 15% of the Basic Number of Shares.
Target Shares: the Shares that can be obtained upon achieving the Performance Objective.
Beneficiaries: all those assigned the Right to Receive Shares and, therefore, those identified as strategic staff of Alkemy from the Executive Directors, Key Managers and Key People, identified in compliance with this Regulation.
Remuneration Committee: the Remuneration Committee established and appointed by the Company's Board of Directors in compliance with the Code of Corporate Governance.
Board of Directors: the Board of Directors of Alkemy.
Date of Approval: the date of first approval of this Plan.
Date of Assignment: with reference to each Beneficiary, the date of the resolution of the Board of Directors concerning the effective assignment of the Shares to said Beneficiary for each Annual Vesting Period or for the Long-Term Vesting Period.
Date of Attribution of the Right: with reference to each Beneficiary, the date on which the Basic Number of Shares is identified and the Beneficiary is attributed the Right to Receive Shares.
Key Managers: the managers with the power and responsibility, directly or indirectly, to plan, manage and control the business of the Company and/or the Group companies, who will be identified by the Board of Directors.
Right to Receive Shares: the conditional, free, non-transferable inter vivos right to the Assignment of Shares in accordance with the terms and conditions of the Regulation.
Information Document: this Information Document, prepared in accordance with and pursuant to Art. 84-bis, paragraph 1 of the Issuers' Regulation.
Group or Alkemy Group: Alkemy and the companies headed by it at the Date of Approval.
Key People: employees or collaborators with similar contracts to contracts of employment, identified at the exclusive discretion of the Company from those holding senior positions and/or assigned duties that are strategically important within the Company and/or Group.
Letter of Attribution: the letter that the Company will send to each Beneficiary to notify them of the attribution of the Right to Receive Shares, in accordance with the terms and conditions of this Regulation and the Letter of Attribution.
Basic Number of Shares: with reference to each Beneficiary, the maximum number of Shares that can be obtained over the entire duration of the Plan, upon achieving 100% of the Performance Objective, the ESG Objective and the Retention Objective, in accordance with the terms and conditions of the Regulation.
Performance Objective: for each Annual Vesting Period, the performance objective envisaged by the Plan, as identified in this Information Document.
Plan Objectives: the Performance Objective, Retention Objective and ESG Objective.
ESG Objective: the sustainability objective envisaged by the Plan, as identified in this Information Document.
Minimum Performance Objective: the achievement of the minimum threshold of 70% with reference to the
Performance Objectives.
Retention Objective: the continuation of the Contract between the Beneficiary and the Company or Group company until the end of the Long-Term Vesting Period.
Vesting Periods: these are jointly the Annual Vesting Periods and the Long-Term Vesting Period.
Annual Vesting Periods: the periods for measuring the annual Performance Objective (with reference to the years ending on 31 December 2024, 31 December 2025 and 31 December 2026), as described in this Information Document.
Long-Term Vesting Period: the period for measuring the Retention Objective and ESG Objective, lasting three years, as identified in this Information Document.
Incentive Plan or Plan: this share-based incentive plan called the 2024-2026 Long-Term Incentive Plan.
Business Plan: the Company's 2024-2026 business plan to be approved by the Board of Directors by 30 September 2023.
Contract: the contract of employment and/or directorship and/or collaboration in place between the individual Beneficiary and the Company or a Group company.
Regulation: the Plan regulation aiming to define the criteria, procedures and terms for the implementation of the Plan, which will be adopted by the Board of Directors subject to approval of the Plan.
Issuers' Regulation: the Regulation adopted by CONSOB Resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented.
Company or Alkemy or the Issuer: Alkemy S.p.A., with registered office at Via San Gregorio n. 34, Milan, tax code, VAT no. and registration number with Milan, Monza, Brianza, Lodi Companies House 05619950966.
Group Company: the direct or indirect subsidiaries of Alkemy S.p.A. in accordance with Art. 2359, paragraph 1, point 1 of the Italian Civil Code.
Consolidated Law on Finance or CLF or TUF: Legislative Decree no. 58 of 24 February 1998, as later amended and supplemented.
This Information Document is prepared in accordance with Art. 84-bis of the Issuers' Regulation, in accordance with scheme 7 of Annex 3A to the Issuers' Regulation, in order to provide the Company's shareholders and the market with suitable disclosure on the Plan.
As better specified in this Information Document, certain aspects relating to the implementation of the Incentive Plan will be defined by the Board of Directors on the basis of the powers to be conferred upon it by the Shareholders' Meeting.
Information consequent to resolutions that, subject to Shareholders' Meeting approval of the Incentive Plan and in compliance with the general criteria set out therein, the Board of Directors may adopt in implementation of the Plan, will be supplied in accordance with the terms and conditions set forth by Article 84-bis, paragraph 5, letter a) of the Issuers' Regulation.
It is specified that the Incentive Plan is considered as being of particular importance in accordance with Art. 114-bis, paragraph 3 TUF and 84-bis, paragraph 2 of the Issuers' Regulation insofar as, amongst others, it is intended for the Executive Directors of the Company and the Group Companies.
This Information Document is available to the public at the Company's registered office (Via San Gregorio 34, 20124 Milan), at the authorised storage mechanism at , and is published on the Company's website at www.alkemy.com.
1.1.Names of the recipients who are members of the Board of Directors of the Company and its direct or indirect subsidiaries
At the date on which this Information Document is approved, no Plan Beneficiary has been named who is a member of the Board of Directors of the Company and Group Companies.
Subject to Shareholders' Meeting approval of the Plan under the terms of the proposed resolution contained in the Explanatory Report prepared in accordance with Art. 114-bis TUF, the Company's Board of Directors will name the Plan Beneficiaries at its discretion, at any time during the Plan duration.
The indication of the names of the Beneficiaries and other information envisaged by paragraph 1 of Scheme 7 of Annex 3A to the Issuers' Regulation will be supplied in the manner envisaged by Art. 84-bis, paragraph 5, letter a) of the Issuers' Regulation.
1.2.Categories of employees or collaborators of the Company and its direct or indirect subsidiaries
The Incentive Plan Beneficiaries will be chosen by the Board of Directors from the following categories:
Not applicable insofar as the Company has not appointed any general managers.
b) other key managers of the issuer of financial instruments that is not "small" in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they should have received total fees during the year (obtained by adding the monetary fees together with fees based on financial instruments) greater than the highest total fees attributed to members of the board of directors or management board, and to the general managers of the issuer of financial instruments
Not applicable insofar as the Company does not qualify as a "small" company, according to Article 3, paragraph 1, lett. f) of Regulation no. 17221 of 12 March 2010.
c) natural persons controlling the issuer of shares, who are employees or who collaborate with the issuer of the shares
Not applicable insofar as there are no natural persons who control the Company coming under the scope of the Plan recipients.
The Key People who will be named as Plan Beneficiaries will be chosen by the Board of Directors after consulting with the Remuneration Committee and obtaining Plan approval by the Shareholders' Meeting.
There are no categories of Key People for whom different Plan characteristics have been envisaged.
2.1.Targets to be achieved by attribution of the Incentive Plan
The adoption of the Incentive Plan pursues the following aims:
2.2.Key variables and performance indicators, considered for the attribution of the Incentive Plan
The assignment of financial instruments is subject to achieving a Retention Objective, identified as the Beneficiary continuing to have a Contract with the Company or with a Group company at the Share Date of Assignment and the following performance objectives:
• Performance Objective linked to achieving consolidated EBITDA levels at Group level, which will be determined in line with the Business Plan;
• ESG Objective, which will be determined with reference to the key variables of the Company's ESG rating and the measurement of Customer Satisfaction and People Engagement.
The Plan has different characteristics depending on the category of Beneficiaries, identified taking into account the different relevance of the role played by each Beneficiary, with a view to increasing the Company's and Group's value in the medium/long-term and the strategic relevance impact of the respective position. More specifically, the Basic Number of Shares will be calculated taking into account the market value of the Company's Shares at the Date of Attribution of the Right, so as to assign a Basic Number of Shares that, at that date is worth a figure falling between the following amounts:
• Executive directors: between Euro 100,000 (one hundred thousand) and Euro 200,000 (two hundred thousand) for each Annual Vesting Period;
• Key Managers: between Euro 50,000.00 (fifty thousand) and Euro 100,000.00 (one hundred thousand) for each Annual Vesting Period;
• Key People: between Euro 10,000 (ten thousand) and Euro 75,000.00 (seventy-five thousand) for each Annual Vesting Period;
Assignment of the Shares is subject to achieving the Plan Objectives, as indicated in the Letter of Attribution and the total number of Shares that can be assigned for all categories of Beneficiaries will be correlated 80% to achievement of the Performance Objective, 5% to achievement of the ESG Objective and 15% to achievement of the Retention Objective.
More specifically, the effective Target Shares to be assigned to each Beneficiary in the event that the Performance Objective is achieved, will be determined using the linear interpolation method, as indicated in the table below:
| gross operating profit Objective | |
|---|---|
| Performance of the individual indicator (in terms of % of the Performance Objective, for each Annual Vesting Period) |
Shares to be Assigned per Performance Objective (as a % of the Basic Number of Shares for each Annual Vesting Period) |
| Less than 70% | 0% |
| Greater than 70% but less than 85% | 25% and growing according to the line shown in the diagram below, calculated using the linear interpolation method, as a percentage up to a maximum of 85% |
| Greater than 85% but less than 100% | 40% and growing according to the line shown in the diagram below, calculated using the linear |
| interpolation method, as a percentage up to a maximum of 100% |
|
|---|---|
| Greater than 100% but less than 125% | 100% and growing according to the line shown in the diagram below, calculated using the linear interpolation method, as a percentage up to a maximum of 125% |
| Greater than or equal to 125% | 125% |
Failure to achieve the Minimum Performance Objective will prevent the Assignment of Shares correlated to the achievement of the Performance Objective, unless otherwise resolved by the Board of Directors in a more favourable sense for the Beneficiaries.
It is specified that no right shall be due to Beneficiaries in connection with the Target Shares that are not assigned due to failure to achieve all or part of the Performance Objective at the end of each Annual Vesting Period.
The ESG Objective will be considered achieved if at least two of the following indicators are achieved:
Shares will be assigned subject to achievement of the Plan Objectives and according to the timing specified in Paragraph 4.2.
2.4.The reasons behind any decision to attribute compensation plans based on financial instruments not issued by the Issuer
The Plan is only based on the assignment of the shares issued by Alkemy S.p.A.
2.5.Assessments regarding significant tax and accounting implications that impacted the definition of the Incentive Plan
The preparation of the Incentive Plan has not been influenced by any significant tax and accounting implications.
2.6.Any support of the Incentive Plan by the Special Fund for encouraging worker participation in businesses, pursuant to Art. 4, paragraph 112 of Italian Law no. 350 of 24 December 2003
The Incentive Plan will not receive support by the Special Fund for the encouragement of worker participation in businesses, pursuant to Article 4, paragraph 112 of Italian Law no. 350 of 24 December 2003.
On 27 March 2023, the Board of Directors resolved to submit, inter alia, the approval of the Incentive Plan concerned by this Information Document to the Ordinary Shareholders' Meeting convened for 27 April 2023 at sole call.
The Shareholders' Meeting will be asked to assign the Board of Directors all the powers necessary and appropriate to regulate and implement the Incentive Plan. More specifically and merely by way of example, the Board of Directors will have the power, with the faculty to sub-delegate, to: (i) prepare and approve the documentation relating to the implementation of the plan, including the Regulation that will govern the Plan and the detailed definition of the Plan Objectives, (ii) name the Plan Beneficiaries, (iii) act in all other ways, fulfilling all commitments and formalities and making all communication as may be necessary or appropriate to the management and/or implementation of such Plan, with the faculty to delegate the powers, duties and
responsibilities in respect of the execution and application of the plan, (iv) define all other terms and conditions and act in any other way, fulfilling all commitments and formalities and/or making all communications necessary or appropriate to the management and/or implementation of the plan. All in compliance with the indications given in this Information Document.
The body responsible for decisions relating to the Plan - without prejudice to the prerogatives of the Shareholders' Meeting - is the Company's Board of Directors, which will oversee the detailed definition of the Plan Objectives, the implementation of the Plan, the definition of the Regulation and the operative management of such Plan and to which all the powers indicated by way of example at the Paragraph above will be assigned, with the faculty to sub-delegate.
3.3.Any procedures in place to review the plans, also in connection with any changes to the basic objectives
If, during the period of Plan validity (i) a public takeover bid or a public bid of exchange should be submitted in regard to the Shares, or (ii) the Shares should be delisted from the Euronext STAR Milan market, regardless of whether or not the Plan Objectives have effectively been achieved, the Date of Attribution of the Grant Shares and Target Shares will be automatically brought forward to (i) the date of notification of the submission of the public takeover or exchange bid or (ii) the start date of revocation of trading of the Shares on the reference market. In this case, the Basic Number of Shares will be determined assuming that the Performance Objective has been achieved 100%.
Following shareholders' meeting authorisation, in accordance with and pursuant to Articles 2357 et seq. of the Italian Civil Code, treasury Shares owned by the Company will be used for the Plan.
3.5.Role played by each director in determining the characteristics of the incentive plan
On the proposal of the Remuneration Committee, the Board of Directors has identified the essential elements of the Plan and defined the proposal submitted to the Shareholders' Meeting, taking into account current regulatory provisions.
The Plan recipients include the Company's Executive Directors. In this event, the board resolution identifying the Beneficiaries will be passed in compliance with the provisions of Art. 2391 of the Italian Civil Code.
3.6.For the purpose of the requirements of Art. 84-bis, paragraph 5, letter a), the date of the decision made by the competent body to propose approval of the plan to the shareholders' meeting and any proposal by the potential remuneration committee to such body.
On 27 March 2023, following the meeting held by the Alkemy Remuneration Committee on 24 March 2023 and having consulted with the Board of Auditors, the Board of Directors resolved to submit, inter alia, the approval of the Incentive Plan concerned by this Information Document to the Ordinary Shareholders' Meeting convened for 27 April 2023 at sole call.
3.7.For the purpose of the requirements of Art. 84-bis, paragraph 5, letter a), the date of the decision made by the competent body on the assignment of instruments and potential proposal to said body made by the potential remuneration committee
The information required by Art. 84-bis, paragraph 5, letter a), currently not available, will be supplied in accordance with the terms and conditions set forth by current regulations.
The specific rules of the Plan, consistently with the provisions and within the limits established by this Information Document, will be defined by the Board of Directors after seeking the opinion of the Remuneration Committee, which will meet subject to approval of the Plan by the Shareholders' Meeting.
The market price recorded at the date of the Remuneration Committee meeting of 24 March 2023 was Euro 12,94, while that recorded on the date of the meeting of the Board of Directors that resolved to propose approval of the Plan to the Shareholders' Meeting was Euro 13,00 (27 March 2023).
Where available, the market price of the Alkemy share at the date of attribution of the instruments by the
Board of Directors will be disclosed in accordance with the terms and conditions of current legislation.
3.9.For plans based on financial instruments traded on regulated markets, the terms and methods with which the issuer, when determining the time-scale for assigning the instruments under the plan, takes into account a possible timing coincidence between: (i) said assignment or any decisions taken regarding this matter by the Remuneration Committee; and (ii) the disclosure of any significant information pursuant to Article 114, paragraph 1; for example, in the case in which such information is: (a) not already published and able to positively impact market prices or (b) already published and able to negatively impact market prices.
The Company will notify the market, in accordance with and pursuant to current provisions of law and regulations, of the resolution whereby the Board of Directors approves the proposal to be submitted to the Shareholders' Meeting.
During approval of the Regulation, the Board of Directors will consider implementing measures to ensure compliance with laws and regulations, together with the transparency, completeness and timeliness of the information to the market.
4.1.Description of the ways in which the compensation plan based on financial instruments is structured
The Plan consists of the free attribution to Beneficiaries, by specific resolution passed by the Company's Board of Directors (after consulting with the Remuneration Committee, where applicable) of the Right to Receive Shares free of charge in accordance with the terms and conditions of this Information Document.
For more information, see Paragraphs 2.2, 2.3 and 4.2.
4.2.Indication of the period of effective implementation of the plan, also with reference to any different cycles envisaged
The Plan runs for multiple years and is divided up into three Annual Vesting Periods and one Long-Term Vesting Period, lasting three years, as better described hereto:
At the end of each Annual Vesting Period, the Board of Directors shall verify the achievement of the Performance objectives under the terms to be set out in the Regulation.
At the end of the Long-Term Vesting Period, the Board of Directors shall verify compliance with the Retention Objective and ESG Objective under the terms to be set out in the Regulation.
Once achievement in full or partly of the Performance Objective (as per the table above) and the ESG Objective has been verified, the Target Shares will be Assigned in full for all categories of Beneficiaries, at the Date of Assignment relative to the Long-Term Vesting Period.
Grant Shares are Assigned to entitled Beneficiaries in full at the Date of Assignment relative to the Long-Term Vesting Period.
The Plan is not structured into tranches and no such implementation is envisaged.
4.3.End of plan
The Plan will run from the Date of Approval through to 31 December 2026.
Considering the fact that the maximum number of Shares that can be obtained over the Plan period, upon reaching 100% of the Plan Objectives, shall not exceed the equivalent value of 1,000,000 (one million), the total number of Shares able to be assigned in each tax year, based on the price of the Alkemy share at the date on which this Document is approved (27 March 2023), is 76.923.
4.5.The clauses and terms of plan implementation, specifying if the effective attribution of instruments is subject to the satisfaction of conditions or the achievement of certain performance and other results
Refer to the information given in Paragraphs 2.2 and 2.3 above and in this Chapter 4.
4.6.Indication of any availability restrictions applying to the instruments attributed
The Shares assigned under the scope of the Plan are not subject to availability restrictions.
4.7.Description of any termination conditions in connection with the attribution of plans in the event that the recipients should implement hedging transactions to neutralise any bans on selling the financial instruments assigned
The Incentive Plan does not include any termination clauses as described above.
If the Contract should cease following a Bad Leaver hypothesis, as defined in the Regulation to be adopted by the Board of Directors before the Date of Assignment or in any case before delivery of the Shares, the Beneficiaries will definitively forfeit all Right to Receive Shares, regardless of whether or not the Plan Objectives are achieved in reference to each Vesting Period completed before termination of the contract and any pro rata temporis accrual of Shares.
In the event of termination of Contract following a Good Leaver hypothesis, as defined in the Regulation to be adopted by the Board of Directors before the Date of Assignment or in any case before delivery of the Shares for each Vesting Period, the Beneficiary (or relevant heirs) shall be entitled to receive a pro rata quantity according to the period accrued at the date on which the Contract ceases.
Participation in the Incentive Plan does not give rise to any right - nor indeed any expectation of a right - to receive any additional financial instruments from the Company in subsequent years, also on the basis of other incentive plans, nor to the maintenance of the contract of employment with the Company or Group Companies, which will continue to be regulated exclusively by the rules applicable to it under current law.
If, following the coming into force of primary and/or secondary legislation (including welfare and tax) and/or following the issue of official interpretation clarifications and/or following changes in current interpretations connected with applicable rules, the Plan implementation should become more expensive in a manner not currently contemplated by the Company, in terms of tax, welfare or other charges, the Plan may be suspended temporarily, amended or cancelled.
In this case, the Company shall not be held in any way liable for damages, indemnities or other charges of any type in regard to the Beneficiaries and none of the Beneficiaries shall have any claims of the Company in connection with the Rights assigned them to receive Shares free of charge, which have not yet been attributed.
4.10. Reasons for any provision for redemption by the Company of the financial instruments concerned by the Incentive Plan in accordance with Articles 2357 et seq. of the Italian Civil Code
The Incentive Plan does not envisage any right of redemption by the Company in accordance with Articles 2357 et seq. of the Italian Civil Code.
4.11. Loans or other concessions to be granted to purchase Shares pursuant to Articles 2358 et seq. of the Italian Civil Code
The Plan envisages the assignment of Shares free of charge.
4.12. Indication of the valuation of the expected expense for the Company at the date of assignment of the Shares under the scope of the plan
The maximum total equivalent value of the Basic Number of Shares assigned with reference to each year for which the Incentive Plan runs shall not exceed the amount of Euro 1,000,000 (one million).
4.13. Indication of any dilutive effects on the capital as a result of the compensation plans
Considering the fact that all the Shares used for the Plan will be attributed through the use of treasury shares, after authorisation by the shareholders' meeting in accordance with and pursuant to articles 2357 et seq. of the Italian Civil Code, there will be no dilution effect.
4.14. Any limits envisaged for the exercise of voting rights and the attribution of capital rights
No limits are envisaged for the exercise of voting rights and the attribution of capital rights with reference to the Shares assigned to the Beneficiaries in accordance with this Information Document.
4.15. If the shares are not traded on regulated markets, all information useful to properly measuring their value
Alkemy Shares are listed on the Euronext STAR Milan market managed by Borsa Italiana S.p.A.
4.16. Tables attached
The Tables envisaged by paragraph 4.24 of Scheme 7 of Annex 3A to the Issuers' Regulation will be provided in accordance with the terms and conditions set forth by Art. 84-bis, paragraph 5, letter a) of the Issuers' Regulation.
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Milan, March 27th, 2023
For the Board of Directors
The Chairman, Alessandro Mattiacci
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