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Mediobanca — Remuneration Information 2015
Oct 6, 2015
4069_dirs_2015-10-06_4939d3d3-8528-4536-a719-973de57bc40d.pdf
Remuneration Information
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| Informazione Regolamentata n. 0187-126-2015 |
Data/Ora Ricezione 06 Ottobre 2015 09:14:47 |
MTA | |
|---|---|---|---|
| Societa' | : | MEDIOBANCA | |
| Identificativo Informazione Regolamentata |
: | 63931 | |
| Nome utilizzatore | : | MEDIOBANCAN01 - Schneider | |
| Tipologia | : | IROS 08 | |
| Data/Ora Ricezione | : | 06 Ottobre 2015 09:14:47 | |
| Data/Ora Inizio Diffusione presunta |
: | 06 Ottobre 2015 09:29:48 | |
| Oggetto | : | Performance shares awards | |
| Testo del comunicato |
Vedi allegato.
Press release
Performance share awards
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 2015, a total of 1,991,000 Mediobanca shares (performance shares) 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 2010 (cf. table attached).
The characteristics of the instruments awarded are described on the company's website at www.mediobanca.com.
6 October 2015
Compensation schemes based on financial instruments
Table 1 of scheme 7 of Annex 3A to Regulations for Issuers dated 11971/99
| BOX 1 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname or category (1) |
Financial instruments other than stock options | ||||||||||
| 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 key staff |
28 October 2010 |
Bonus award of Mediobanca shares conditional upon performance objectives over a three-year time horizon being met with subsequent annual holding period |
634,086 | 27 July 2011 |
N/A | 6.342 | The shares will be made available in tranches in November 2015 (up to 634,086). |
| Mediobanca 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 |
4,471 ,652 |
27 September 2012 |
N/A | 4 .189 |
The shares will be made available in tranches in November 2015 (up to 1,142,152), November 2016 (up to 572 ,684), March 2017 (2,756 ,816) |
|
|---|---|---|---|---|---|---|---|---|
| Mediobanca 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 |
1,050 ,801 |
27 September 2013 |
N/A | 5 .287 |
The shares will be made available in tranches in November 2015 (up to 420 ,322), November 2016 (up to 420 ,322), November 2017 (up to 210,157). |
|
| Stefano Marsaglia |
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 |
634,113 | 3 February 2014 |
N/A | 6 .692 |
The shares will be made available in tranches in November 2015 (up to 243,273), November 2016 (up to 221 ,209), 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 |
29,494 | 26 September 2014 | N/A | 6.691 | The shares will be made available in tranches in November 2016 (up to 11,797), November 2017 (up to 11,797), November 2018 (up to 5,900). |
|---|---|---|---|---|---|---|---|---|
| Mediobanca 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 |
1,053,295 | 26 September 2014 | N/A | 6.691 | The shares will be made available in tranches in November 2016 (up to 465,042), November 2017 (up to 390,710), November 2018 (up to 197,543). |
1) The category "strategic management" includes the number of identified staff as at 1 July 2015.
2) The performance share scheme approved under a resolution adopted by shareholders in a general meeting held on 28 October 2010 with the addenda approved by the Board of Directors on 24 June 2011 is published on the bank's website at www.mediobanca.it
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 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 |
41,886 | 26 January 2015 |
N/A | 7.351 | The shares will be made available in tranches in January 2017 (up to 19,694), January 2018 (up to 14,697), January 2019 (up to 7,495), |
||||
| 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 |
65,177 (4) | 1 April 2015 |
N/A | 8,942 | The shares will be made available in tranches in April 2016 (up to 21,726), April 2017 (up to 21,726), April 2018 (up to 21,725). |
| Mediobanca 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). |
| Stefano Marsaglia |
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 |
95 ,360 |
25 September 2015 |
N/A | 8 .603 |
The shares will be made available in tranches in November 2017 (up to 38,144), November 2018 (up to 38,144), November 2019 (up to 19 ,072). |
| 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 |
5,449 | 25 September 2015 |
N/A | 8.603 | The shares will be made available in tranches in November 2017 (up to 3,269), November 2018 (up to 1,417), November 2019 (up to 763). |
|---|---|---|---|---|---|---|---|
| Mediobanca 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 |
1,344,465 | 25 September 2015 |
N/A | 8.603 | The shares will be made available in tranches in November 2017 (up to 591,935), November 2018 (up to 499,885), November 2019 (up to 252,645). |
1) The category "strategic management" includes the number of identified staff as at 1 July 2015.
2) The performance share scheme approved under a resolution adopted by shareholders in a general meeting held on 28 October 2010 with the addenda approved by the Board of Directors on 24 June 2011 is published on the bank's website at www.mediobanca.it
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).
4) Performance shares awarded in a total number of 108,628, 43,451 available immediately.
Compensation schemes based on financial instruments
Table 1 of scheme 7 of Annex 3A to Regulations for Issuers dated 11971/99
Date: 6 October 2015
| Position (to be indicated only for named awards) (2) |
BOX 2 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (option grants) Section 1 Options issued under valid schemes in force approved on the basis of resolutions adopted by shareholders in previous general meetings8 |
||||||||||||
| Name and surname or category |
||||||||||||
| (1) | 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 (4) |
Market price of financial instrument underlying at the award date (5) |
Option expires on |
||||
| Renato Pagliaro | Mediobanca Chairman | 28 October 2004 |
SO | — | 275,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
|||
| Renato Pagliaro | Mediobanca Chairman | 27 October 2007 |
SO | — | 350,000 | 2 August 2010 |
6.537 | 7.013 | 1 August 2018 |
|||
| Alberto Nagel | Mediobanca CEO | 28 October 2004 |
SO | — | 275,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
|||
| 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 |
28 October 2004 |
SO | — | 275,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
| Saverio Vinci | Mediobanca General Manager |
27 October 2007 |
SO | — | 250,000 | 2 August 2010 |
6.537 | 7.013 | 1 August 2018 |
|---|---|---|---|---|---|---|---|---|---|
| Gianluca Sichel | Director, Mediobanca | 28 October 2004 |
SO | — | 100,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
| Pierluigi Gastone | Mediobanca CEO Securities USA |
28 October 2004 |
SO | — | 60,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
| Pierluigi Gastone | Mediobanca CEO Securities USA |
27 October 2007 |
SO | — | 50,000 | 2 August 2010 |
6.537 | 7.013 | 1 August 2018 |
| Christian Miccoli | Chairman, CheBanca! | 28 October 2004 |
SO | — | 100,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
| Paolo Veller Fornasa |
Chief Executive Officer, Palladio Leasing |
28 October 2004 |
SO | — | 80,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
| Michele Cattaneo | Chairman, Spafid | 28 October 2004 |
SO | — | 35,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
| Michele Cattaneo | Chairman, Spafid | 27 October 2007 |
SO | — | 20,000 | 2 August 2010 |
6.537 | 7.013 | 1 August 2018 |
| Claudio Iovino | Chief Executive Officer, Creditech |
28 October 2004 |
SO | — | 30,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
| Mediobanca strategic management |
28 October 2004 |
SO | — | 160,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
|
| Mediobanca strategic management |
27 October 2007 |
SO | — | 80,000 | 2 August 2010 |
6.537 | 7.013 | 1 August 2018 |
|
| Mediobanca key staff - Mediobanca Group |
28 October 2004 |
SO | — | 600,000 | 8 November 2007 |
14.699 | 15.004 | 7 November 2015 |
| Mediobanca key staff - Mediobanca Group |
28 October 2004 |
SO | — | 400,000 | 2 April 2008 |
11.710 | 12.741 | 1 April 2016 |
|---|---|---|---|---|---|---|---|---|
| Mediobanca key staff - Mediobanca Group |
28 October 2004 |
SO | — | 7,966,000 | 1 July 2008 |
10.311 | 9.970 | 30 June 2016 |
| Mediobanca key staff - Mediobanca Group |
28 October 2004 |
SO | — | 180,000 | 15 July 2009 |
7.844 | 8.190 | 14 July 2017 |
| Mediobanca key staff - Mediobanca Group |
27 October 2007 |
SO | — | 9,800,000 | 2 August 2010 |
6.537 | 7.013 | 1 August 2018 |
| Mediobanca key staff - Mediobanca Group |
27 October 2007 |
SO | — | 325,000 | 1 August 2011 |
6.430 | 6.249 | 31 July 2019 |
1) The category "strategic management" includes the number of identified staff as at 1 July 2015.
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.it
4) Average stock market prices in the calendar month prior to award, adjusted by the Board of Directors on 18 December 2009 by applying the coefficient K published by Borsa Italiana on 25 September 2009, equal to 0.933788.
5) Point-in-time price at the award date, adjusted applying the coefficient K published by Borsa Italiana on 25 September 2009, equal to 0.933788.
2) Posts held as at 1 July 2015.