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Digital Bros

Remuneration Information Oct 11, 2017

4287_10-k_2017-10-11_77185ad4-cd02-4f51-9bd3-71f347a88d2d.pdf

Remuneration Information

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Remuneration report

pursuant to Art. 123-ter of the Consolidated Finance Act and Art. 84-quater of the Issuers' Regulation

Date of approval: 12 September 2017

Digital Bros S.p.A.

Via Tortona, 37 – 20144 Milan, Italy VAT No. and tax code 09554160151 Share capital: Euro 6,024,344.8 of which Euro 5,704,334.80 subscribed Milan Companies Register No. 290680 - Vol. 7394 Chamber of Commerce No. 1302132

This report is available in the Investors section of the website at www.digitalbros.com

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This remuneration report (the "Report") has been prepared in accordance with article 123-ter of Legislative Decree 58 (the "Consolidated Finance Act") and with article 84-quater of the Consob Regulation adopted with resolution No. 11971 of 14 May 1999, as subsequently amended (the "Issuers' Regulation").

The Report has two sections:

  • section I, which describes the policy adopted for the remuneration of the administrative bodies and key managers, together with the procedures used to adopt the policy;
  • section II, which provides an itemised breakdown of the components of the remuneration of the members of the Board of Directors and the control bodies, as well as the remuneration of key managers, highlighting consistency with remuneration policy.

The tables envisaged by the Issuers' Regulation have been attached to the Report.

SECTION I

The first section of the Report describes the remuneration policy adopted by the Company (hereinafter the "Policy" or the "Remuneration Policy") that establishes the principles and guidelines that Digital Bros Group uses to determine and monitor the application of remuneration practices for board members and key managers.

The Remuneration Policy was approved by the Board of Directors on 12 September 2017 as proposed by the Remuneration Committee, in implementation of the recommendations of the Corporate Governance Code for listed companies. The remuneration report will be submitted for review by and a consultative vote of the shareholders in general meeting.

The related party transactions procedure adopted by the Company, particularly pursuant to the Regulation laid down by Consob Resolution No. 17221/2010 and subsequent amendments, establishes that the procedure does not apply to resolutions concerning the remuneration of directors assigned key tasks and other key managers, except as regards any possible disclosures to be made in financial reports for the reporting period, as specified therein, as long as:

  • i) the Company has adopted a remuneration policy drawn up by a committee consisting solely of directors or non-executive directors, the majority of whom are independent;
  • ii) a report has been submitted for approval by or a consultative vote of the shareholders that sets out the Remuneration Policy;
  • iii) the remuneration awarded is consistent with said policy.

In preparing remuneration proposals, the remuneration committee did not consider it necessary to seek direct assistance from independent experts.

Without prejudice to matters which fall within the competence of the shareholders in general meeting in accordance with the law and the Articles of Association, the implementation of the Remuneration Policy is the responsibility of the Board of Directors, as regards the determination of the remuneration for the office of Managing Director and of the Managing Director himself, with reference to the remuneration to be awarded to other key managers (also by way of indication and proposal to the competent bodies of subsidiaries).

1. Persons involved in the preparation and approval of the Remuneration Policy

The main persons and bodies involved in the preparation and approval of the Remuneration Policy are the shareholders in general meeting, the Board of Directors, the remuneration committee and the Board of Statutory Auditors.

1.1 Board of Directors

The Board of Directors:

  • establishes an internal remuneration committee;
  • determines the remuneration of directors assigned specific duties, having consulted with the Board of Statutory Auditors, and as proposed by the remuneration committee;
  • as proposed by the remuneration committee, determines the Remuneration Policy;
  • approves the remuneration report;
  • prepares any remuneration plans based on shares or other financial instruments intended for directors, employees and collaborators, including key managers, submits them for the approval of the shareholders in general meeting in accordance with article 114-bis of the Consolidated Finance Act and ensures their implementation.

1.2 Remuneration Committee

The Company's remuneration committee, which was established by the Board of Directors, as envisaged by the Corporate Governance Code, consists entirely of non-executive and independent directors and no changes were made thereto during the financial year. The committee is made up as follows:

Guido Guetta – independent director - chairman Elena Morini – independent director - member Bruno Soresina – independent director - member.

The remuneration committee is responsible for:

  • submitting proposals to the Board of Directors for the remuneration of the Managing Director and other directors assigned specific duties and for monitoring the application thereof;
  • periodically assessing the criteria adopted for the remuneration of key management personnel and for assisting the Board of Directors with the identification of key managers;
  • monitoring the application of said criteria on the basis of information provided by the Managing Directors;
  • providing the Board of Directors with general recommendations on remuneration, as well as the determination of the performance objectives related to the variable remuneration component, verifying that the objectives are effectively achieved;
  • assisting the Board of Directors with the preparation and implementation of any share- or financial instrumentbased remuneration plans;
  • assisting the Board of Directors with the preparation of the remuneration report.

The Remuneration Policy has therefore been outlined by the remuneration committee and approved by the Board of Directors.

1.3 General meetings of shareholders

As regards remuneration, the shareholders in general meeting:

  • determine the remuneration of the members of the Board of Directors and the Board of Statutory Auditors in accordance with Article 2364, paragraph 1 3) of the Italian Civil Code;
  • express a consultative opinion on the Report on Remuneration Policy as approved by the Board of Directors;
  • approve any remuneration plans based on shares or other financial instruments intended for directors, employees and collaborators, including key managers, in accordance with article 114-bis of the Consolidated Finance Act.

1.4 Board of Statutory Auditors

The Board of Statutory Auditors expresses an opinion on the proposed remuneration of directors and directors assigned specific duties, verifying the consistency of the proposals with the Remuneration Policy.

2. Principles and purposes of the Remuneration Policy

The remuneration of directors, general managers and key managers is established in such a way as to ensure a remuneration structure that acknowledges the professional value of the persons involved and to enable a suitable balancing of fixed and variable components, with the aim of creating value that is sustainable in the medium- and longterm, and to guarantee a correlation between remuneration and specific performance objectives.

The policy intends to motivate resources to excel in the performance of their duties and the assumption of responsibilities assigned thereto, to guarantee a suitable balance between the variable remuneration component and the fixed component and to strike a balance between the short- and medium/long-term criteria.

The guidelines on which the Remuneration Policy is based are indicated below:

  • the fixed component must be sufficient to remunerate the performance of the person concerned should the variable component not be assigned due to failure to achieve the relevant objectives;
  • the short- and medium/long-term variable component is quantitatively limited and is only awarded upon the achievement of certain objectives ("ON/OFF" mechanism");
  • the short-term variable component is measured based mainly on earnings objectives for the financial year;
  • the medium/long-term variable component considers the strategic objectives and related business risks assumed by the Company and the award thereof is tied to the achievement of the objectives set out in the 2014- 2017 strategic plan.

The performance objectives are:

  • priority, insofar as they are connected directly with the Company's medium/long-term strategy;
  • specific, insofar as they are clear and concrete in terms of the results expected;
  • measurable, insofar as they are assessed using clear, predefined indicators;
  • realistic, insofar as they are considered as capable of being achieved, albeit challenging and ambitious;
  • defined in terms of time.

The variable components shall be awarded only upon the achievement of the established objective. The amount of the incentive to be paid to each person involved is determined based on actual results achieved. Although the risk management policy has been formalised, no performance objectives have been assigned in relation thereto.

The variable component consists of a short-term component and a medium/long-term component. The former has remained unchanged with respect to previous years and envisages the disbursement of a variable portion of up to 15%

for the two Managing Directors and up to 30% for key managers. The vesting mechanism is linked exclusively to parameters based on earnings for the financial year and is disbursed after Board approval of the draft financial statements.

Effective as from the year ended 30 June 2015, a second variable medium/long-term objective has been introduced for Managing Directors and key managers equating to 12% of gross annual remuneration. This incentive vests annually based on objectives tied to the trend of gross average debt, as envisaged in the 2014-2017 strategic plan approved by the Board of Directors on 12 September 2014. Payment of the incentive shall be deferred until after approval of the draft financial statements for the year ended 30 June 2017.

Should the Company carry out any exceptional transactions, in terms of their strategic importance and effects on the Company's results, the Board of Directors, as proposed by the remuneration committee, has the right to assign, at its discretion, specific bonuses to executive directors and key managers.

No insurance cover, social security and/or pension plans have been stipulated over and above those that are compulsory. The only non-monetary benefits disbursed to Managing Directors and key managers consist of the private and work-related use of a company car.

The Company may resort to incentive and loyalty plans based on shares or other financial instruments intended for directors, employees and collaborators, including key managers, in accordance with Article 114-bis of the Consolidated Finance Act.

As far as incentive plans based on financial instruments pursuant to Art. 114-bis of the Consolidated Finance Act are concerned, the Remuneration Policy states that vesting periods may be introduced in relation thereto. As regards the current Stock Option Plan pursuant to Art. 114-bis of the Consolidated Finance Act, details thereof are provided in the Information Document prepared in accordance with Art. 84-bis of Consob Regulation 11971 of 14 May 1999 that has been published in the Investors/Corporate Governance section of the Company's website at www.digitalbros.com, in compliance with Art. 123-ter, paragraph 5, of the Consolidated Finance Act.

The Remuneration Policy does not envisage the execution of any agreements regulating financial terms ex ante in the event of resignation from office or in relation to early termination of employment by the Company or party concerned, nor indeed in favour of directors or key managers.

In determining the Remuneration Policy, the Company did not refer to remuneration policies implemented by other companies, nor did it seek any assistance from independent experts.

The remuneration of non-executive directors is not tied to the Company's financial results. Non-executive directors are not awarded share-based incentive plans. The remuneration of non-executive directors is established as a fixed amount upon board approval of remuneration, whereby allocation is made of the amount specified by the shareholders in general meeting.

The Remuneration Policy does not envisage any non-monetary benefits for non-executive directors. Remuneration of non-executive directors is also established based on attendance at meetings of the control and risk committee and of the remuneration committee with a higher amount envisaged for committee chairmen.

SECTION II Remuneration paid to members of the boards of directors and statutory auditors, general managers and other key managers

The remuneration of the members of the Board of Directors was approved by the Board of Directors on 13 November 2014, having consulted with the Board of Statutory Auditors and as proposed by the remuneration committee.

The table below shows the emoluments received by the Board of Directors and key managers during the year, according to the criteria laid down in Annex 3A of the Issuers' Regulation.

The table includes all those who held office during the year, even for a fraction of the period.

As at the date of this Report, the Company had not identified any key managers, with the exception of executive directors serving on the Board of Directors.

Executive directors' fees

The chairman and managing director, Abramo Galante, and the managing director, Raffaele Galante, each receive the same annual remuneration:

Amounts in Euro Year ended
30 June 2016
Year ended
30 June 2017
Fixed remuneration for execution of mandate 366,700 366,700
Variable remuneration for execution of mandate 81,225 112,450
Total remuneration for execution of mandate 447,925 479,150
Fixed remuneration for managerial role 59,360 59,920
Variable remuneration for managerial role 0 0
Fringe benefits (car) 3,883 3,892
Non-compete agreement 0 0
Total remuneration for managerial role 63,243 63,812
Total remuneration from other subsidiaries 0 0
Total remuneration 511,168 542,962

The variable remuneration consists of a Euro 50,000 bonus based on medium/long-term objectives and a Euro 62,450 bonus based on short-term objectives.

The chairman and managing director, Abramo Galante, and the managing director, Raffaele Galante, have been designated as beneficiaries, in connection with the Company's "2016-2026 Stock Option Plan", which was approved by the shareholders in general meeting on 11 January 2017, of 200,000 options each, valid for the subscription of 200,000 Digital Bros ordinary shares (in the ratio of 1 new ordinary share for each option exercised) for a subscription price for each option of Euro 10.61 corresponding to the average reference price of the shares recorded on the STAR segment of the MTA market in the half-year prior to the grant date.

As regards the current Stock Option Plan pursuant to Art. 114-bis of the Consolidated Finance Act, details thereof are provided in the Information Document prepared in accordance with Art. 84-bis of Consob Regulation 11971 of 14 May 1999 that has been published in the Investors/Corporate Governance section of the Company's website at www.digitalbros.com, in compliance with Art. 123-ter, paragraph 5, of the Consolidated Finance Act.

There are no agreements envisaging an indemnity in the event of the early termination of employment nor for termination of office.

The executive director Stefano Salbe does not receive any specific remuneration for the office of director as this is included in his salary as manager with Digital Bros. His total remuneration was:

Amounts in Euro Year ended
30 June 2016
Year ended
30 June 2017
Fixed remuneration for execution of mandate 0 0
Variable remuneration for execution of mandate 0 0
Total remuneration for execution of mandate 0 0
Fixed remuneration for managerial role 181,391 181,951
Variable remuneration for managerial role 58,519 93,883
Fringe benefits (car) 3,623 3,892
Non-compete agreement 35,345 35,928
Total remuneration for managerial role 278,878 315,654
Total remuneration from other subsidiaries 0 0
Total remuneration 278,878 315,654

The variable remuneration consists of a Euro 28,256 bonus based on medium/long-term objectives and of a Euro 65,627 bonus based on short-term objectives.

Stefano Salbe, director, has been designated as a beneficiary, in connection with the Company's "2016-2026 Stock Option Plan", which was approved by the shareholders in general meeting on 11 January 2017, of 120,000 options, valid for the subscription of 120,000 Digital Bros ordinary shares (in the ratio of 1 new ordinary share for each option exercised) for a subscription price for each option of Euro 10.61 corresponding to the average reference price of the shares recorded on the STAR segment of the MTA market in the half-year prior to the grant date.

As regards the current Stock Option Plan pursuant to Art. 114-bis of the Consolidated Finance Act, details thereof are provided in the Information Document prepared in accordance with Art. 84-bis of Consob Regulation 11971 of 14 May 1999 that has been published in the Investors/Corporate Governance section of the Company's website at www.digitalbros.com, in compliance with Art. 123-ter, paragraph 5, of the Consolidated Finance Act.

There are no agreements envisaging an indemnity in the event of the early termination of employment. If the contract of employment and/or office should be terminated early, on the initiative of the employee or on the initiative of the Company due to gross misconduct, the right to receive medium/long-term variable remuneration will be lost, even if already vested.

Dario Treves, executive director, has been awarded annual remuneration for the execution of his office of Euro 6,600, whereas for his professional contract-related and legal services performed on behalf of the Group, the remuneration payable amounts to Euro 262,000.

Mr Treves has been designated as a beneficiary, in connection with the Company's "2016-2026 Stock Option Plan", which was approved by the shareholders in general meeting on 11 January 2017, of 50,000 options, valid for the subscription of 50,000 Digital Bros ordinary shares (in the ratio of 1 new ordinary share for each option exercised) for a subscription price for each option of Euro 10.61 corresponding to the average reference price of the shares recorded on the STAR segment of the MTA market in the half-year prior to the grant date.

As regards the current Stock Option Plan pursuant to Art. 114-bis of the Consolidated Finance Act, details thereof are provided in the Information Document prepared in accordance with Art. 84-bis of Consob Regulation 11971 of 14 May 1999 that has been published in the Investors/Corporate Governance section of the Company's website at www.digitalbros.com, in compliance with Art. 123-ter, paragraph 5, of the Consolidated Finance Act.

Non-executive directors' fees

Davide Galante, non-executive director, received Euro 72,000 as remuneration for the execution of his office as director, due to the performance of certain specific duties assigned to him by the Board of Directors.

Lidia Florean, non-executive director, received Euro 6,600 as remuneration for the execution of her office as director, whereas for her work carried out on behalf of the subsidiary 505 Games S.p.A., she received Euro 60,000.

Non-executive directors do not receive variable remuneration nor are there any agreements envisaging an indemnity in the event of the early termination of office.

Independent directors' fees

The independent directors Guido Guetta, Elena Morini and Bruno Soresina receive the following amounts for the execution of their office:

Euro thousands Guido Guetta Elena Morini Bruno Soresina
Fixed remuneration for execution of mandate 10,000 10,000 10,000
Fixed remuneration for participation in control and
risks committee
10,500 3,500 3,500
Fixed remuneration for participation in remuneration
committee
5,000 2,000 2,000
Total independent directors' fees 25,500 15,500 15,500

Guido Guetta, director, receives Euro 7,000 for his services as chairman of the control and risks committee and Euro 3,000 for his services as chairman of the remuneration committee, in addition to Euro 3,500 and Euro 2,000 received by the other two independent directors as acting members.

Independent directors do not receive variable remuneration nor are there any agreements envisaging an indemnity in the event of the early termination of office.

Board of Directors and key managers

Forename
and
surname
Position held Term of office End of term Fixed
remuneration
Remuneration for
attending committee
meetings
Variable non-equity
remuneration
Non
monetary
benefits
Other
remuner
ation
Total Fair value of
equity
remuner
ation
Indemnity for
termination of
office or
employment
Abramo
Galante
Chairman/MD Since
1/7/2014
Approval of 2017
financial statements
Bonuses and
other
incentives
Profit
sharing
financial statements (I) Remuneration in the company that prepares the 426,620 212,450 3,892 642,962
(II) Remuneration from subsidiaries and associates
(III) Total 426,620 212,450 3,892 642,962
Raffaele
Galante
MD Since
1/7/2014
Approval of
2017
financial statements
Bonuses
and other
incentives
Profit
sharing
financial statements (I) Remuneration in the company that prepares the 426,620 212,450 3,892 642,962
(II) Remuneration from subsidiaries and associates
(III) Total 426,620 212,450 3,892 642,962
Stefano
Salbe
CFO Since
1/7/2 014
Approval of 2017
financial statements
Bonuses and
other
incentives
Profit
sharing
financial statements (I) Remuneration in the company that prepares the 217,879 150,395 3,892 372,166
(II) Remuneration from subsidiaries and associates
(III) Total 217,879 150,395 3,892 372,166
Davide
Galante
Director Since
1/7/2014
Approval of 2017
financial statements
Bonuses and
other
incentives
Profit
sharing
financial statements (I) Remuneration in the company that prepares the 72,000 72,000
(II) Remuneration from subsidiaries and associates
(III) Total 72,000 72,000
Forename
and surname
Position held Term of office End of term Fixed
remuneration
Remuneration for
attending committee
meetings
Variable non-equity
remuneration
Non
monetary
benefits
Other
remuneration
Total Indemnity
for
termination
of office or
employment
Bruno
Soresina
Independent
director
Since
1/7/2014
Approval of 2017
financial statements
Bonuses and
other
incentives
Profit sharing
(I)
financial statements
Remuneration in the company that prepares the 10,000 5,500 15,500
(II) Remuneration from subsidiaries and associates
III) Total 10,000 5,500 15,500
Guido Guetta Independent
director
Since
1/7/2014
Approval of 2017
financial statements
Bonuses and
other
incentives
Profit sharing
financial statements (I) Remuneration in the company that prepares the 10,000 15,500 25,500
(II) Remuneration from subsidiaries and associates
(III) Total 10,000 15,500 25,500
Elena
Morini
Independent
director
Since
1/7/2014
Approval of 2017
financial statements
Bonuses and
other
incentives
Profit sharing
financial statements (I) Remuneration in the company that prepares the 10,000 5,500 15,500
(II) Remuneration from subsidiaries and associates
(III) Total 10,000 5,500 15,500
Dario
Treves
Director Since
1/7/2014
Approval of 2017
financial statements
Bonuses and
other
incentives
Profit sharing
financial statements (I) Remuneration in the company that prepares the 6,600 262,000 268,600
(II) Remuneration from subsidiaries and associates
(III) Total 6,600 262,000 268,600
Lidia
Florean
Director Since
1/7/2014
Approval of
2017
financial statements
Bonuses and
other
incentives
Profit sharing
financial statements (I) Remuneration in the company that prepares the 6,600 6,600
(II) Remuneration from subsidiaries and associates 60,000 60,000
(III) Total 66,600 66,600

Board of statutory auditors

Forename
and
surname
Position
held
Term of
office
End of term Fixed
remuneration
Remuneration for
attending committee
meetings
Variable non-equity remuneration Non-monetary
benefits
Other
remuneration
Total Fair value of
equity
remuneration
Indemnity
for
termination
of office or
employment
Paolo
Villa
Acting
auditor
and
chairman
From
1/7/2016
to
30/6/2017
Approval of
2017 financial
statements
Bonuses and other
incentives
Profit sharing
the financial statements (I) Remuneration in the company that prepares 28,080 28,080
associates (II) Remuneration from subsidiaries and 10,400 10,400
(III) Total 38,480 38,480
Simone
Luigi
Dalle
Donne
Acting
auditor
From
1/7/2016
to
30/6/2017
Approval
of
2017 financial
statements
Bonuses and other
incentives
Profit sharing
the financial statements (I) Remuneration in the company that prepares 22,065 22,065
associates (II) Remuneration from subsidiaries and
(III) Total 22,065 22,065
Emanuela
Maria
Conti
Acting
auditor
From
1/7/2016 to
30/6/2017
Approval of
2017 financial
statements
Bonuses and other
incentives
Profit sharing
the financial statements (I) Remuneration in the company that prepares 22,880 22,880
associates (II) Remuneration from subsidiaries and 10,400 10,400
(III) Total 33,280 33,280

Stock options awarded to members of the Board of Directors, the general manager and other key managers

Options held at beginning of
financial year
Options awarded during the financial year Options exercised during the financial year Options
expired
in the year
Options
held at end
of financial
year
Options
attributable
to the FY
Forename and
surname
Position held Plan Number
of
options
Exercise
price
Exercise
period
(from-to)
Number
of
options
Exercise
price
Exercise periods
(from-to)
Fair value on
grant
date
Grant
date
Market
price of
underlying
shares
on exercise
date
Number of
options
Exercise
price
Market
price of
underlying
shares
on exercise
date
Number of
options
Exercise
price
Fair value
Abramo Galante Chairman/MD
2016-2026
Stock Option
Plan
60,000 10.61 from 1 July 2019
to 30 June 2026
351,617 11/1/2017 14.29 60,000 30,000
(I) Remuneration in the company that prepares the financial
statements
2016-2026
Stock Option
Plan
60,000 10.61 from 1 July 2022
to 30 June 2026
366,322 11/1/2017 14.29 60,000 30,000
2016-2026
Stock Option
Plan
80,000 10.61 from 1 July 2025
to 30 June 2026
496,850 11/1/2017 14.29 80,000 40,000
(II) Remuneration from
subsidiaries and associates
(III) Total 200,000 1,214,789 200,000 100,000
Raffaele
Galante
MD
2016-2026
Stock Option
Plan
60,000 10.61 from 1 July 2019
to 30 June 2026
351,617 11/1/2017 14.29 60,000 30,000
(I) Remuneration in the company that prepares the financial 2016-2026
Stock Option
Plan
60,000 10.61 from 1 July 2022
to 30 June 2026
366,322 11/1/2017 14.29 60,000 30,000
statements 2016-2026
Stock Option
Plan
80,000 10.61 from 1 July 2025
to 30 June 2026
496,850 11/1/2017 14.29 80,000 40,000
(II) Remuneration from
subsidiaries and associates
(III) Total 200,000 1,214,789 200,000 100,000
Options held at beginning
of financial
year
Options awarded during the financial year Options exercised during the financial year Options expired
in the year
Options
held at end
of financial year
Options
attributable to
the financial year
Forename
and surname
Position held Plan Number of
options
Exercise
price
Exercise
period
(from-to)
Number of
options
Exercise
price
Exercise
period
(from
to)
Fair value on
grant
date
Grant
date
Market
price of
underlying
shares
on exercise
date
Number of
options
Exercise
price
Market
price of
underlying
shares
on exercise
date
Number of
options
Exercise
price
Fair value
Stefano Salbe CFO
2016-2026
Stock Option
Plan
36,000 from 1 July 2019
10.61 to 30 June 2026
210,970 11/1/2017 14.29 36,000 18,000
(I) Remuneration in the company that
prepares the financial statements
2016-2026
Stock Option
Plan
36,000 from 1 July 2022
10.61 to 30 June 2026
219,793 11/1/2017 14.29 36,000 18,000
2016-2026
Stock Option
Plan
48,000 from 1 July 2025
10.61 to 30 June 2026
298,110 11/1/2017 14.29 48,000 24,000
(II) Remuneration from subsidiaries
and associates
(III) Total 120,000 728,873 120,000 60,000
Dario Treves Director
2016-2026
Stock Option
Plan
15,000 from 1 July 2019
10.61 to 30 June 2026
87,904 11/1/2017 14.29 15,000 7,500
(I) Remuneration in the company that
prepares the financial statements
2016-2026
Stock Option
Plan
15,000 from 1 July 2022
10.61 to 30 June 2026
91,580 11/1/2017 14.29 15,000 7,500
2016-2026
Stock Option
Plan
20,000 from 1 July 2025
10.61 to 30 June 2026
124,212 11/1/2017 14.29 20,000 10,000
(II) Remuneration from subsidiaries
and associates
(III) Total 50,000 303,697 50,000 25,000

Monetary incentive plans payable to members of the Board of Directors, general managers and other key managers:

A B (1) (2) (3) (4)
Forename
and
surname
Position held Plan Bonus for the year Prior year bonuses Other
bonuses
Abramo Galante Chairman/MD (A) (B) (C)
Payable/Paid Deferred Reference period No longer payable Payable/Paid Still deferred
(I) Remuneration in the company
that prepares the financial
statements
Plan A
(13/11/2014)
62,450 50,000 3 years 100,000
(II) Remuneration from subsidiaries
and associates
Plan A
(III) Total 62,450 50,000 100,000
A B (1) (2) (3) (4)
Forename and Other
surname Position held Plan Bonus for the year Prior year bonuses bonuses
Raffaele Galante MD (A) (B) (C)
Payable/Paid Deferred Reference period No longer payable Payable/Paid Still deferred
(I) Remuneration in the company
that prepares the financial
statements
Plan A
(13/11/2014)
62,450 50,000 3 years 100,000
(II) Remuneration from subsidiaries
and associates
Plan A
(III) Total 62,450 50,000 100,000
A B (1) (2) (3) (4)
Forename and Other
surname Position held Plan Bonus for the year Prior year bonuses bonuses
CFO/Executive
Stefano Salbe Director (A) (B) (C)
Payable/Paid Deferred Reference period No longer payable Payable/Paid Still deferred
(I) Remuneration in the company that
prepares the financial statements
Plan A
(13/11/2014)
65,627 28,256 3 years 56,512
(II) Remuneration from subsidiaries
and associates
Plan A
(III) Total 32,511 26,008 56,512

Table 7-ter envisaged by Annex 3A of the Issuers' Regulation

Equity interests held by members of boards of directors and statutory auditors and by general managers
Forename and Equity interest held No. of shares held No. of shares No. of shares held
surname in as at 30/6/2016 purchased No. of shares sold as at 30/6/2017
Abramo Galante Digital Bros S.p.A. 4,904,267 - - 4,904,267
Davide Galante Digital Bros S.p.A. 253,728 - 10,000 243,728
Raffaele Galante Digital Bros S.p.A. 4,678,736 - - 4,678,736

A similar table has not been provided for key managers as there are no key managers over and above the members of the Board of Directors.

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