Rome, 16 March 2016 – Today, the Board of Directors of Astaldi S.p.A., at the proposal of the Appointments and Remuneration Committee, approved the disclosure document containing the general guidelines of the regulation of the “Astaldi S.p.A. 2016-2018 Incentive Plan” (as per art. 84-bis of CONSOB decision no. 11971/1999 and subsequent modifications of Issuers’ Regulations) to be submitted for the approval of the Company’s Shareholders’ Meeting called, in first call, for 20 April 2016 and, if needed, in second call for 21 April 2016.
The Incentive Plan’s main objective is to incentivize the contribution towards the creation of value by the Astaldi management, by aligning the management’s and shareholders’ interests. The value creation will thus have to be expressed both through the achievement of set performance targets and through the positive performance of Astaldi stock price.
The Plan is intended for Astaldi’s CEO, up to a maximum of 6 General Managers and up to a maximum of 2 “managers with relevant responsibilities within the Group”.
It is based on the assignment, free of charge and on a yearly basis, of:
- a maximum number of 100 thousand shares to the CEO;
- a maximum number of 40 thousand shares to each General Manager;
- a maximum number of 40 thousand shares to each “manager with relevant responsibilities within the Group”; for a total assignment of a maximum of 420 thousand shares per year.
The assignment of shares is subordinated to the achievement of performance targets that shall be defined yearly by the Board of Directors, at the proposal of the Remuneration Committee. Each objective will be assigned a weight; this means that 100% of the bonus will be assigned to the beneficiaries should all the indicated targets be achieved. The assignment of shares is subordinated in any case to the achievement of a minimum number of the set targets. If only some of the targets are achieved, the assignment of the shares will be reduced according to the unachieved target, depending on the weight – as defined at the Board of Directors meeting.
The Plan also involves a lock-up period and therefore the transfer of shares to the beneficiaries will take place as follows:
a) 25% in the same year as the assignment;
b) an additional 25% in the year following the assignment;
c) the remaining 50% two years after the assignment.
The assigned Shares shall remain in the Company’s name, as treasury shares, until the expiry of the corresponding lock-up periods as described above.
The “Disclosure” on the 2016-2018 Incentive Plan shall be made available to the public by no later than 21 March 2016, pursuant to and to the effects of articles 114-bis and 125-ter, paragraph 1, of Legislative Decree no. 58 of 24 February 1998 and subsequent modifications, and articles 84-bis and 84-ter of the Issuers’ Regulations.