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Mediobanca AGM Information 2017

Oct 6, 2017

4069_agm-r_2017-10-06_926c59a3-8fc7-41ce-aa72-e29ab2d11ad1.pdf

AGM Information

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Informazione
Regolamentata n.
0187-144-2017		 Data/Ora Ricezione
06 Ottobre 2017
12:14:58		 MTA
Societa' : MEDIOBANCA
Identificativo
Informazione
Regolamentata		 : 94524
Nome utilizzatore : MEDIOBANCAN11 - Schneider
Tipologia : REGEM
Data/Ora Ricezione : 06 Ottobre 2017 12:14:58
Data/Ora Inizio
Diffusione presunta		 : 06 Ottobre 2017 12:14:59
Oggetto : AGM document filing and performance
share awards
Testo del comunicato

Vedi allegato.

Press Release

AGM document filing and Performance share awards

The draft statutory and consolidated financial statements for the year ended 30 June 2017, along with the Board of Directors' review of operations and reports by the Statutory Audit Committee and the external auditors, are available as of today at the company's head office and on the following websites: and mediobanca.com (section entitled Corporate Governance/General Meetings 2017.

The lists of candidates for appointment to the Board of Directors and Statutory Audit Committee deposited on 3 October 2017 by Unicredit S.p.A. – pursuant to a resolution adopted by parties to the Mediobanca Shareholders' Agreement – and by lawyers Trevisan on behalf of a group of institutional investors have also been published, along with the relevant supporting documentation, via the same means.

As required under Article 84-bis of Consob resolution 11971/99 (Regulations for issuers), notice is hereby given that in the twelve months ended 30 September 2017, a total of 1,728,960 Mediobanca shares (performance shares, to be assigned in the course of the next five years) were awarded to Group employees in application of the staff remuneration policies, from the scheme approved by shareholders at an annual general meeting held on 28 October 2015. Attached to this press release is a table showing the updated situation for the share-based payment schemes already in force.

The characteristics of the instruments awarded are described on the company's website at www.mediobanca.com.

Milan, 6 October 2017

Compensation schemes based on financial instruments

Table 1 of scheme 7 of Annex 3A to Regulations for Issuers dated 11971/99

Date: 30 September 2017

BOX
1
Name and Financial instruments other than stock options
surname or
category
(1)		 Position (to be
indicated only for
named awards)		 Section
1
Instruments issued under valid schemes in force approved on the basis of resolutions adopted by shareholders in previous general meetings
Date approved by
shareholders in AGM
(2)		 Type of financial
instrument		 No. of financial
instruments
(3)		 Date awarded Strike price, if any Market price as at
the award date		 Vesting period
Mediobanca
Group key
staff		 28 October
2010		 Bonus award of
Mediobanca shares
with two-
or three
year holding period
and/or conditional
upon performance
objectives over a
three-year time
horizon being met
with subsequent
annual holding
period		 210,157 27 September
2013		 N/A 5.287 The shares will be made
available in tranches in
November
2017 (up to
210,157).
Mediobanca
strategic
management		 28 October
2010		 Bonus award of
Mediobanca shares
with two-
or three
year holding period
and/or conditional
upon performance
objectives over a
three-year time
horizon being met
with subsequent
annual holding
period		 169,631 3 February
2014		 N/A 6.692 The shares will be made
available in tranches in
November
2017 (up to
140,118), November
2018 (up to 29,513).
Gianluca
Sichel		 Director,
Mediobanca		 28 October 2010 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three-year time
horizon being met
with subsequent
annual holding
period		 17,697 26 September 2014 N/A 6.691 The shares will be made
available in tranches in
November 2017 (up to
11,797), November 2018
(up to 5,900).
Mediobanca
Group key
staff		 28 October 2010 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three-year time
horizon being met
with subsequent
annual holding
period		 571,442 26 September 2014 N/A 6.691 The shares will be made
available in tranches in
November 2017 (up to
379,502), November
2018 (up to 191,940).
Mediobanca
Group key
staff		 28 October 2010 Bonus award of
Mediobanca shares
with two
-
or three
-
year holding period
and/or conditional
upon performance
objectives over a
three
-year time
horizon being met
with subsequent
annual holding
period		 22
,192		 26 January 2015 N/A 7.351 The shares will be made
available in tranches in
January 2018 (up to
14,697), January 2019
(up to 7,495)
Mediobanca
Group key
staff		 28 October 2010 Bonus award of
Mediobanca shares
with two
-
and three
-
year holding period
and/or conditional
upon performance
objectives over a
three
-year time
horizon being met
with subsequent
annual holding
period		 21
,725		 1 April 2015 N/A 8.942 The shares will be made
available in tranches in
April 2018 (up to 21,725).
Mediobanca
Group key
staff		 28
October 2010		 Bonus award of
Mediobanca shares
with two
-
and three
-
year holding period
and/or conditional
upon performance
objectives over a
three
-year time
horizon being met
with subsequent
annual holding
period		 129,650 16 July 2015 N/A 8.926 The shares will be made
available in tranches in
November 2017 (up to
51,860), November 2018
(up to 51,860),
November 2019 (up to
25,930).
Alberto Nagel Mediobanca CEO 28 October 2010 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three-year time
horizon being met
with subsequent
annual holding
period		 122,605 25 September 2015 N/A 8.603 The shares will be made
available in tranches in
November 2017 (up to
49,042), November 2018
(up to 36,781),
November 2019 (up to
36,782).
Francesco
Saverio Vinci		 Mediobanca
General Manager		 28 October 2010 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three-year time
horizon being met
with subsequent
annual holding
period		 101,898 25 September 2015 N/A 8.603 The shares will be made
available in tranches in
November 2017 (up to
40,758), November 2018
(up to 30,570),
November 2019 (up to
30,570).
Gianluca
Sichel		 Director,
Mediobanca		 28 October 2010 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three-year time
horizon being met
with subsequent
annual holding
period		 29,970 25 September 2015 N/A 8.603 The shares will be made
available in tranches in
November 2017 (up to
11,988), November 2018
(up to 8,991), November
2019 (up to 8,991).
Alexandra
Young		 Director,
Mediobanca		 28 October 2010 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three-year time
horizon being met
with subsequent
annual holding
period		 11,089 25 September 2015 N/A 8.603 The shares will be made
available in tranches in
November 2017 (up to
5,656), November 2018
(up to 3,083), November
2019 (up to 2,350).
Mediobanca
strategic
management		 28 October 2010 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three-year time
horizon being met
with subsequent
annual holding
period		 100,809 25 September 2015 N/A 8.603 The shares will be made
available in tranches in
November 2017 (up to
41,413), November 2018
(up to 39,561),
November 2019 (up to
19,835).
Mediobanca
Group
key
staff		 28 October 2010 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three-year time
horizon being met
with subsequent
annual holding
period		 1,298,148 25 September 2015 N/A 8.603 The shares will be made
available in tranches in
November 2017 (up to
573,408), November
2018 (up to 481,358),
November 2019 (up to
243,382).
Mediobanca
Group key
staff		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 18,465 27 January 2016 N.D. 7.508 The shares will be made
available in tranches in
January 2018 (up to
7,386), January 2019(up
to 7,386), January 2020
(up to 3,693).
Alberto Nagel Mediobanca CEO 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 183,956 27 September 2016 N.D. 5.960 The shares will be made
available in tranches in
November 2018 (up to
73,583), November 2019
(up to 44,149),
November 2020 (up to
44,149), November 2021
(up
to 22,075).
Francesco
Saverio Vinci		 Mediobanca
General Manager		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 91,627 27 September 2016 N.D. 5.960 The shares will be made
available in tranches in
November 2018 (up to
36,650), November 2019
(up to 21,991),
November 2020 (up to
21,991), November 2021
(up to 10,995).
Gianluca
Sichel		 Director,
Mediobanca		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 55,719 27 September 2016 N.D. 5.960 The shares will be made
available in tranches in
November 2018 (up to
22,287), November 2019
(up to 13,373),
November 2020 (up to
13,373), November 2021
(up to 6,686).
Alexandra
Young		 Director,
Mediobanca		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 21,181 27 September 2016 N.D. 5.960 The shares will be made
available in tranches in
November 2018 (up to
10,049), November 2019
(up to 5,241), November
2020 (up to 4,295),
November 2021 (up to
1,596).
Mediobanca
strategic
management		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 122,462 27 September 2016 N.D. 5.960 The shares will be made
available in tranches in
November 2018 (up to
52,453), November 2019
(up to 29,737),
November 2020 (up to
27,658), November 2021
(up to 12,614).
Mediobanca
Group key
staff		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 1,637,472 27 September 2016 N.D. 5.960 The shares will be made
available in tranches in
November 2018 (up to
769,828), November
2019 (up to 483,779),
November 2020 (up to
315,749), November
2021 (up to 68,116).
---------------------------------- -- ----------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------- ------------------- ------ ------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  • 1) The category "strategic management" includes the number of identified staff as at 30 June 2017.
  • 2) The performance share schemes approved under a resolution adopted by shareholders in a general meeting held on 28 October 2010 and on 28 October 2015 are published on the bank's website at www.mediobanca.com
  • 3) Maximum number of shares that can be awarded if the performance objectives set in the Remunerations policy in force at the time are met and/or subsequent to the holding period elapsing, in accordance with the Remuneration policies in force at the time. The maximum number of shares that can be awarded was calculated on the basis of the average official stock price for the period from 30 days prior to the date on which the Remunerations Committee and Board of Directors meetings were held to approve the Remunerations policy or the award date (in cases involving awards made in connection with recruitments or with employment termination arrangements).
BOX
1
Financial instruments other than stock options
Name and
surname or
category
(1)		 Position (to be
indicated only for
named awards)		 Section
2
Newly-awarded instruments following
decision by governing body implementing resolution adopted by shareholders in general meeting
Date approved by
shareholders in
AGM
(2)		 Type of financial
instrument		 No. of financial
instruments
(3)		 Date awarded Strike price, if any Market price as at
the award date		 Vesting period
Mediobanca
Group key
staff		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 20,891 27 January 2017 N.D. 8.689 The shares will be
made available in
tranches in January
2019 (up to 8,356),
January 2020(up to
5,014), January 2021
(up to 5,014),
January
2022
(up to 2,507).
Alberto Nagel Mediobanca CEO 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 152,387 27 September 2017 N.D. 9.061 The shares will be
made available in
tranches in November
2019 (up to 60,955),
November 2020 (up to
36,573), November
2021 (up to 36,573),
November 2022
(up to
18,286).
Francesco
Saverio Vinci		 Mediobanca
General Manager		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 116,830 27 September 2017 N.D. 9.061 The shares will be
made available in
tranches in November
2019 (up to 46,732),
November 2020 (up to
28,039), November
2021 (up to 28,039),
November 2022
(up to
14,020).
Gianluca
Sichel		 Director,
Mediobanca		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 50,796 27 September 2017 N.D. 9.061 The shares will be
made available in
tranches in November
2019 (up to 20,319),
November 2020 (up to
12,191), November
2021 (up to 12,191),
November 2022
(up to
6,095).
Alexandra
Young		 Director,
Mediobanca		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 18,174 27 September 2017 N.D. 9.061 The shares will be
made available in
tranches in November
2019 (up to 8,479),
November 2020 (up to
4,482),
November 2021
(up to 3,757),
November 2022
(up to
1,456).
Mediobanca
strategic
management		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 85,676 27 September 2017 N.D. 9.061 The shares will be
made available in
tranches in November
2019 (up to 36,732),
November 2020 (up to
20,808), November
2021 (up to 19,331),
November 2022
(up to
8,805).
Mediobanca
Group key
staff		 28 October 2015 Bonus award of
Mediobanca shares
with two-
and three
year holding period
and/or conditional
upon performance
objectives over a
three/five-year time
horizon being met
with subsequent
annual holding
period		 1,284,206 27 September 2017 N.D. 9.061 The shares will be
made available in
tranches in November
2019 (up to 617,629),
November 2020 (up to
364,565), November
2021 (up to 244,750),
November 2022
(up to
57,262).

1) The category "strategic management" includes the number of identified staff as at 30 June 2017.

2) The performance share scheme approved under a resolution adopted by shareholders in a general meeting held on 28 October 2015 is published on the bank's website at www.mediobanca.com

3) Maximum number of shares that can be awarded if the performance objectives set in the Remunerations policy in force at the time are met and/or subsequent to the holding period elapsing, in accordance with the Remuneration policies in force at the time. The maximum number of shares that can be awarded was calculated on the basis of the average official stock price for the period from 30 days prior to the date on which the Remunerations Committee and Board of Directors meetings were held to approve the Remunerations policy or the award date (in cases involving awards made in connection with recruitments or with employment termination arrangements).

Compensation schemes based on financial instruments

Table 1 of scheme 7 of Annex 3A to Regulations for Issuers dated 11971/99

Date: 30 September 2017

BOX
2
Options
(option grants)
Name and surname
or category		 Position (to be
indicated only for		 Options issued under valid schemes in force approved on the basis of resolutions adopted by Section
1
shareholders in previous general meetings8
(1) named awards)
(2)		 Date approved
by shareholders
in AGM
(3)		 Description of
instrument		 No. of financial
instruments
underlying options
awarded but not
exercisable		 No. of financial
instruments
underlying options
awarded
exercisable but
not exercised		 Date awarded
by relevant
governing
body (BoD)		 Strike price Market price
of
financial
instrument
underlying at
the award
date		 Option expires
on
Renato Pagliaro Mediobanca
Chairman		 27 October
2007		 SO — 150,000 2 August
2010		 6.537 7.013 1 August
2018
Alberto Nagel Mediobanca CEO 27 October
2007		 SO — 350,000 2 August
2010		 6.537 7.013 1 August
2018
Saverio Vinci Mediobanca General
Manager		 27 October
2007		 SO — 250,000 2 August
2010		 6.537 7.013 1 August
2018
Pierluigi Gastone Mediobanca CEO
Securities USA		 27 October
2007		 SO — 5,000 2 August
2010		 6.537 7.013 1 August
2018
Mediobanca
strategic
management		 27 October
2007		 SO — 80,000 2 August
2010		 6.537 7.013 1 August
2018
Mediobanca
Group key staff		 27 October
2007		 SO — 3,385,000 2 August
2010		 6.537 7.013 1 August
2018
Mediobanca
Group key staff		 27 October
2007		 SO — 200,000 1 August
2011		 6.430 6.249 31 July
2019

1) The category "strategic management" includes the number of identified staff as at 30 June 2017

3) The stock option scheme approved under a resolution adopted by shareholders in a general meeting held on 27 October 2007 with the addenda approved by the Board of Directors on 24 June 2011 is published on the bank's website at www.mediobanca.com

2) Posts held as at 1 July 2017.

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