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Digital Bros

Remuneration Information Oct 19, 2018

4287_10-k_2018-10-19_ac3a2f77-30ca-4c76-9e4f-56248c58b439.pdf

Remuneration Information

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Remuneration report

pursuant to Art. 123-ter of the TUF and Art. 84-quater of the Issuers' Regulation

Date of approval: 13 September 2018

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 of 24 February 1998 (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 directors and key managers, together with the procedures used to implement the policy;
  • section II, which provides a breakdown of the single parts of the remuneration of the members of the Board of Directors and the Statutory Auditors, as well as the remuneration of key managers, stating the consistency with remuneration policy.

The tables provided 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 directors and key managers.

The Remuneration Policy was approved by the Board of Directors on 13 September 2018 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 and a non-binding opinion of the Shareholders' General Meeting.

The related party transactions procedure adopted by the Company, pursuant to the adopted Consob Resolution No. 17221/2010 and subsequent amendments, establishes that the procedure does not apply to resolutions concerning the remuneration of directors with special responsibilities 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 discloses the Remuneration Policy;
  • iii) the remuneration is consistent with the suggested policy.

The Remuneration Committee did not consider necessary the assistance from external independent experts for the preparation of the remuneration proposals.

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 the Chairman and the Co-Chief Executive Officer and of the Co-Chief Executive Officer 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 the share-based incentive schemes or other financial instruments to be applied to directors, employees and collaborators, including key managers, and submits them for the approval of the shareholders in general meeting in accordance with article 114-bis of the Consolidated Finance Act and follow their implementation after that.

1.2 Remuneration Committee

The Company's remuneration committee, established by the Board of Directors, as suggested 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:

Luciana La Maida – independent director - chairman Guido Guetta – 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 CEOs and other directors with specific responsibilities and for monitoring the application thereof;
  • periodically assessing the criteria adopted for the remuneration of key management and for assisting the Board of Directors with their identification and monitoring the application of the criteria on the basis of information provided by the CEOs;
  • providing the Board of Directors with general recommendations about remuneration, as well as the determination of the performance goals related to the variable bonus, verifying that the goals are effectively achieved;
  • assisting the Board of Directors with the preparation and implementation of any share based incentive scheme or financial instrument based remuneration plans;
  • assisting the Board of Directors with the preparation of the Remuneration Report.

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

1.3 General Shareholders' Meetings

In respect of the remuneration items, the Shareholders' General Meeting:

  • determines 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;
  • expresses a non-binding opinion about the Report on Remuneration Policy as approved by the Board of Directors;
  • approves any share based incentive scheme or financial instrument based remuneration plans 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 with specific responsibilities, verifying the compliance 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 considers the professional value of the single individuals and balances fixed and variable components, in order to create sustainable value in the medium and long term, and to guarantee a correlation between remuneration and specific performance goals.

The Policy intends to motivate resources in the performance of their work and the assumption of responsibilities assigned thereto, by maintaining an appropriate balance between the fixed salary and the bonuses and between the short and medium/long term remuneration.

The Remuneration Policy is based on the guidelines indicated below:

  • the fixed salary must be enough to remunerate the performance of the individual even if the bonus will not be assigned due to failure to achieve the assigned goals;
  • the short and medium/long term variable component is capped and will be paid upon the achievement of certain goals ("ON/OFF" mechanism");
  • the short-term bonus is measured mainly based on earnings objectives for the financial year;
  • the medium/long-term bonus for the executive directors has not been planned in respect of the share-based scheme incentive that meets the requirements of the Corporate Governance Code.

The performance goals are:

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

Bonuses will be obtained only upon the achievement of the established goal. The amount of the incentive to be paid to each person involved is determined based on actual results achieved. Even if a risk management process is formalised, no performance goals have been assigned in relation thereto.

If the Company will enter into 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 involved in the process.

In line with the best practices, the Company underwrites an insurance policy, the so-called D&O (Directors and Officers) Liability, covering for third-party liability of corporate directors and statutory auditors acting in their capacity as directors or officers. This insurance policy is preventing the Group to pay claims to third parties attributable to the Directors and Auditors in the exercise of their functions, excluding the cases of willful misconduct or gross negligence.

CEOs and the key manager benefit of the use of company car.

The Company may incentive and create 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. The Remuneration Policy states their vesting periods should be introduced.

As regards to the current Stock Option Plan pursuant to Art. 114-bis of the Consolidated Finance Act, details 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 provide any remuneration ex ante in the event of resignation from directorship or in relation to early termination of employment in favour of directors or key managers.

The Company did not benchmark to remuneration policies implemented by other companies, nor needed assistance from independent experts.

The remuneration of non-executive directors is not related to the Company's financial results. Non-executive directors do not benefit of share-based incentive plans. The remuneration of non-executive directors is a fixed amount determined at board level being, for each director, the split of the overall amount approved by Shareholders' General Meeting. The Remuneration Policy does not provide any non-monetary benefits for non-executive directors. Remuneration of nonexecutive directors is also based on attendance at the meetings of the Control and Risk Committee, the Remuneration Committee and the Related Party Committee with a higher amount 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 planning what approved by the Board of Directors on 10 November 2017, having consulted with the Board of Statutory Auditors and proposed by the Remuneration Committee.

The table below shows the amount received by the Board of Directors and key managers during the year, according to the criteria provided 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 manager, with the exception of executive directors.

Executive directors' fees

The Chairman and CEO, Abramo Galante, and the Co-CEO, Raffaele Galante, received the same annual remuneration:

Amounts in Euro Year ended Year ended
30 June 2017 30 June 2018
Fixed remuneration for directorship 366,700 400,000
Variable remuneration for directorship 112,450 80,000
Total remuneration for directorship 479,150 480,000
Fixed remuneration for employment 59,920 61,180
Variable remuneration for employment 0 0
Fringe benefits (car) 3,892 3,913
Non-competition agreement 0 0
Total remuneration for employment 63,812 65,093
Total remuneration from other subsidiaries 0 0
Total remuneration 542,962 545,093

The variable remuneration consists of a Euro 80,000 bonus based on short-term goals.

The Chairman and CEO, Abramo Galante, and the Co-CEO, 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 one 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 six months prior to the assignment.

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.

After the extraordinary operation on Digital Bros share capital on 13 March 2017, the subscription price for each option not yet subscribed declined to 10.50 Euro.

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

The executive director Stefano Salbe receives a specific remuneration for the office of director of Euro 6,000. His total remuneration was:

Amounts in Euro Year ended
30 June 2017
Year ended
30 June 2018
Fixed remuneration for directorship 0 6,000
Variable remuneration for directorship 0 0
Total remuneration for directorship 0 6,000
Fixed remuneration for employment 181,951 202,572
Variable remuneration for employment 93,883 71,760
Fringe benefits (car) 3,892 3,617
Non-competition agreement 35,928 36,628
Total remuneration for employment 315,654 314,577
Total remuneration from other subsidiaries 0 0
Total remuneration 315,654 320,577

The variable remuneration consists of a Euro 71,760 bonus based on short-term goals.

Stefano Salbe, 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 one 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 six months prior to the agreement.

After the extraordinary operation on Digital Bros share capital on 13 March 2017, the subscription price for each option not yet subscribed declined to 10.50 Euro.

There are no agreements providing any indemnity in the event of the early termination of employment.

Dario Treves received an annual remuneration for the execution of his directorship of Euro 6,000, whereas for his professional contract-related and legal services performed on behalf of the Group, the total remuneration was:

Amounts in Euro Year ended
30 June 2017
Year ended
30 June 2018
Fixed remuneration for directorship 6,000 6,000
Variable remuneration for directorship 0 0
Total remuneration for directorship 6,000 6,000
Fixed remuneration for employment 262,000 313,218
Variable remuneration for employment 0 21,840
Fringe benefits (car) 0 0
Non-competition agreement 0 0
Total remuneration for employment 262,000 335,058
Total remuneration from other subsidiaries 0 0
Total remuneration 268,000 341,058

Dario 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 one 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 six months prior to the agreement.

After the extraordinary operation on Digital Bros share capital on 13 March 2017, the subscription price for each option not yet subscribed declined to 10.50 Euro.

There are no agreements providing any indemnity in the event of the early termination of employment.

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 responsibilities assigned to him by the Board of Directors.

Lidia Florean, non-executive director, received Euro 6,000 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., received Euro 60,000.

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

Independent directors' fees

The independent directors Guido Guetta, Elena Morini, Bruno Soresina, Luciana La Maida and Irene Longhin received the following amounts for the execution of their office:

Guido Elena Bruno Luciana Irene
Euro thousands Guetta Morini Soresina La Maida Longhin
Fixed remuneration for execution of
directorship
10,000 10,000 10,000 10,000 10,000
Fixed remuneration as a member of Control
and Risks Committee
10,500 3,500 3,500 0 0
Fixed remuneration as a member of
Remuneration Committee
2,000 0 2,000 5,000 0
Fixed remuneration as a member of Related
Party Committee
2,500 1,000 1,000
Total independent directors' fees 25,000 14,500 16,500 15,000 10,000

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

Luciana La Maida received Euro 3,000 for her services as chairman of the Remuneration Committee, in addition to Euro 2,000 received by the other two independent directors as ordinary members.

Guido Guetta received Euro 1,500 for his service as chairman of Related Party Committee in addition to Euro 1,000 received by the other two independent directors as ordinary members.

Independent directors do not receive variable remuneration nor are there any agreements providing 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
remuneration
Total Fair value of
equity
remuner
ation
Indemnity for
termination of
office or
employment
Abramo
Galante
Chairman/CEO From
1/7/2017
to
30/6/2018
Approval of 2020
financial statements
Bonuses
and other
incentives
Profit
sharing
financial statements (I) Remuneration in the company that prepares the 461,180 80,000 3,913 545.093
(II) Remuneration from subsidiaries and associates
(III) Total 461.180 80,000 3,913 545,093
Raffaele
Galante
CEO From
1/7/2017
to
30/6/2018
Approval of 2020
financial statements
Bonuses
and other
incentives
Profit
sharing
(I) Remuneration in the company that prepares the
financial statements
461,180 80,000 3,913 545,093
(II) Remuneration from subsidiaries and associates
(III) Total 461,180 80,000 3,913 545,093
Stefano
Salbe
CFO From
1/7/2017
to
30/6/2018
Approval of 2020
financial statements
Bonuses
and other
incentives
Profit
sharing
(I) Remuneration in the company that prepares the
financial statements
245,200 71,760 3,617 320,577
(II) Remuneration from subsidiaries and associates
(III) Total 71,760 3,617 320,577
Davide
Galante
financial statements
(III) Total
Director
(I) Remuneration in the company that prepares the
(II) Remuneration from subsidiaries and associates
From
1/7/2017
to
30/6/2018
Approval of 2020
financial statements
72,000
72,000
Bonuses and
other
incentives
Profit
sharing
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
From
1/7/2017
to
30/6/2018
Approval of 2020
financial statements
Bonuses and
other
incentives
Profit
sharing
financial statements (I) Remuneration in the company that prepares the 10,000 6,500 16,500
(II) Remuneration from subsidiaries and associates
III) Total 10,000 6,500 16,500
Guido
Guetta
Independent
director
From
1/7/2017
to
30/6/2018
Approval of 2020
financial statements
Bonuses and
other
incentives
Profit
sharing
(I) Remuneration in the company that prepares the
financial statements
10,000 15,000 25,500
(II) Remuneration from subsidiaries and associates
(III) Total 10,000 15,000 25,500
Elena
Morini
Independent
director
From
1/7/2017
to
30/6/2018
Approval of 2020
financial statements
Bonuses and
other
incentives
Profit
sharing
financial statements (I) Remuneration in the company that prepares the 10,000 4,500 14,500
(II) Remuneration from subsidiaries and associates
(III) Total 10,000 4,500 14,500
Dario
Treves
Director From
1/7/2017
to
30/6/2018
Approval of 2020
financial statements
Bonuses and
other
incentives
Profit
sharing
(I) Remuneration in the company that prepares the
financial statements
6,000 21.840 313,218 341,058
(II) Remuneration from subsidiaries and associates
(III) Total 6,000 21.840 313,218 341,058
Lidia
Florean
Director From
1/7/2017
to
30/6/2018
Approval of 2020
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
(III) Total 66,600 66,600
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
Luciana La
Maida
Independent
Director
From
1/7/2017
to
30/6/2018
Approval of
2020 financial
statement
Bonuses and
Profit
other
sharing
incentives
10,000 5,000 15,000
(I) Remuneration in the company that prepares the financial statements
(II) Remuneration from subsidiaries and associates
(III) Total 10,000 5,000 15,000
Irene
Longhin
Independent
Director
From
1/7/2017
to
30/6/2018
Approval of
2020 financial
statement
Bonuses and
other
incentives
Profit
sharing
(I) Remuneration in the company that prepares the financial statements 10.000 10.000
(III) Total (II) Remuneration from subsidiaries and associates 10.000 10.000

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
1/7/2017
to
30/6/2018
Approval of
2020 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
(III) Total 28,080 28,080
Luca
Pizio
Acting
auditor
From
1/7/2017
to
30/6/2018
Approval of
2020 financial
statements
Bonuses and other
incentives
Profit sharing
the financial statements (I) Remuneration in the company that prepares 15,253 15,253
associates (II) Remuneration from subsidiaries and
(III) Total 15,253 15,253
Maria Pia
Maspes
Acting
auditor
From
1/7/2017
to
30/6/2018
Approval of
2020 financial
statements
Bonuses and other
incentives
Profit sharing
(I) Remuneration in the company that prepares
the financial statements
15,253 15,253
(II) Remuneration from subsidiaries and
associates
(III) Total 15,253 15,253

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

Option held at beginning of
financial year
Option awarded during the financial year Option exercised during the
financial year
Options
expired in
the year
Option held
at the 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
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
Number of
options
Fair Value
Galante
Abramo
Chairman/CEO
2016-2026
Stock
Option Plan
60,000 10.50 from
1/7/19 to
30/6/2026
60,000 0
(I) Remuneration in the
company that prepares the
financial statement
2016-2026
Stock
Option Plan
60,000 10.50 from
1/7/22 to
30/6/2026
60,000 0
2016-2026
Stock
Option Plan
80,000 10.50 from
1/7/25 to
30/6/2026
80,000 0
(II) Remuneration from
subsidiaries and associates
(III) Total 200,000 200,000 0
Galante
Raffaele
CEO
2016-2026
Stock
Option Plan
60,000 10.50 from
1/7/19 to
30/6/2026
60,000 0
(II)
the financial statement
Remuneration
in the company that prepares
2016-2026
Stock
Option Plan
60,000 10.50 from
1/7/22 to
30/6/2026
60,000 0
2016-2026
Stock
Option Plan
80,000 10.50 from
1/7/25 to
30/6/2026
80,000 0
(II) Remuneration from
subsidiaries and associates
(III) Total 200,000 200,000 0
Option held at beginning of
financial year
Option awarded during the financial year
Market
price of
Number
Fair Value
Exercise
Exercise
underlying
of
on grant
Grant date
price
periods
shares on
options
date
exercise
date
Option exercised during the
financial year
Options
expired in
the year
Option held
at the 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
Market
price of
underlying
shares on
exercise
date
Number of
options
Number of
options
Fair Value
Stefano
Salbe
CFO
2016-2026
Stock
Option Plan
36,000 10.50 from
1/7/19 to
30/6/2026
36,000 0
(III)
statement
Remuneration
in the company that
prepares the financial
2016-2026
Stock
Option Plan
36,000 10.50 from
1/7/22 to
30/6/2026
36,000 0
2016-2026
Stock
Option Plan
48,000 10.50 from
1/7/25 to
30/6/2026
48,000 0
(II) Remuneration from subsidiaries and associates
(III) Total 120,000 120,000 0
Dario
Treves
Director
2016-2026
Stock
Option Plan
15,000 10.50 from
1/7/19 to
30/6/2026
15,000 0
(IV)
the financial statement
Remuneration
in the company that prepares
2016-2026
Stock
Option Plan
15,000 10.50 from
1/7/22 to
30/6/2026
15,000 0
2016-2026
Stock
Option Plan
20,000 10.50 from
1/7/25 to
30/6/2026
20,000 0
(II) Remuneration from subsidiaries and associates
(III) Total 50,000 50,000 0

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 Plan Bonus for the year Prior year bonuses Other
bonuses
Abramo Galante surname
Position held
Chairman/CEO
(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
80,000 150,000
(II) Remuneration
and associates
from subsidiaries
(III) Total 80,000 150,000
A B (1) (2) (3) (4)
Forename and Other
surname Position held Plan Bonus for the year
Prior year bonuses
bonuses
Raffaele Galante CEO (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
80,000 150,000
(II) Remuneration from subsidiaries
and associates
(III) Total 80,000 150,000
A B (1) (2) (3) (4)
Forename and
surname
Position held Plan Bonus for the year Prior year bonuses Other
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
71,760 85,038
(II) Remuneration from subsidiaries
and associates
(III) Total 71,760 85,038

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

Partecipazioni dei componenti degli organi di amministrazione e di controllo e dei direttori generali
Forename and Equity interest held No. of shares held No. of shares No. of shares held
surname in as at 30/06/2017 purchased No. of shares sold as at 30/06/2018
Galante Abramo Digital Bros S.p.A. 4,904,267 - - 4,904,267
Galante Davide Digital Bros S.p.A. 243,728 - 243,728
Galante Raffaele 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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