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Digital Bros — Remuneration Information 2018
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.