Stock Options
 

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Since 1999 Mediobanca has adopted stock option schemes with the dual purpose of encouraging loyalty retention among key staff members, i.e. persuading employees with essential and/or critical roles within the Group to stay in Mediobanca, and making the remuneration package offered to them more flexible.

The main features of the scheme, which is intended for staff with roles considered to be strategic with a view to achieving the Group’s objectives (such as directors with executive responsibilities, heads of the main business lines, geographical areas and other members of Mediobanca’s and the Group’s senior management, staff who take significant risks, or whose remuneration package involves a significant variable component key management figures in Group companies, and other key staff members to be identified by the Bank) are as follows:

  • vesting period of three years starting from the date on which the options are awarded;
  • performance conditions for exercise: the stock options assigned may be exercised when the performance conditions for each of the three years of the vesting period are met, in equal shares (33% of the total award). Failure to reach the performance conditions in any one year will result in the allocation being cancelled;
  • exercise period within eight years (three years’ vesting plus five years’ exercise);
  • a holding period of at least 18 months for Mediobanca shares equal to at least half % of any capital gains achieved upon exercise of the stock options, irrespective of tax issues, for scheme participants with key roles.

Rights issues for use in connection with the stock option schemes (as permitted under Article 2441, paragraphs 8 and 5 of the Italian Civil Code, approved since 1999 reflect the following situation as at 30 June 2016:

Extraordinary general meeting held on No. of
shares approved
Awards expire
on
Deadline for exercising
options
No. of shares
awarded

29 March 1999
30 July 2001

  3,130,000 30 July 2006 31 December 2011   3,130,000
30 July 2001 50,000,000 30 July 2006 1 July 2015 48,401,500
28 October 2004 11.000.000 28 October 2009 1 July 2020 9,390,000

28 October 2004
directors (1)

  4,000,000

28 October 2009 1 July 2020
   3,375,000
 
27 October 2007 40,000,000 27 June 2014 1 July 2022   15,536,000

(1) At a general meeting held on 27 June 2007, shareholders approved a proposal to grant stock options to Board members.

3,833,500 stock options (1,598,500 from the limit approved on 30 July 2001, 1,610,000 from the limit approved on 28 October 2004, and 625,000 from the limit approved on 28 October 2004 – directors) can no longer be assigned. No provision is made at present under the terms of the scheme for the remaining 24,464,000 to be used. 

Last update: 03/11/2016