03/01/2012
1.12 p.m.
Press Release
Appointment of a director
Proposal to increase the number of options dedicated to the stock option plan benefiting the directors and managers of the Company and of its subsidiaries (art. 84-bis, comma 3, R.E.)
We inform that, pursuant to Article 2386, para. 1, of the Civil Code, the Board of Directors held today resolved to appoint Mrs. Maria Alessandra Zunino de Pignier as director, independent as per the Corporate Governance Code for listed companies.
The appointed director – whose curriculum vitae is available at the company's website
www.mediolanum.com – will remain in office until the next Shareholders' Meeting.
Moreover the Board of Directors of Mediolanum SpA (the "
Company"), upon a proposal from the Remuneration Committee, has approved the proposal to increase the number of options dedicated to the stock option plan benefiting the directors and managers of the Company and of its subsidiaries, referred to as the "
Top Management Plan 2010", as approved by the shareholders' meeting on 27 April 2010. The proposal will be submitted for approval to the next shareholders' meeting
In particular, pursuant to Article 84-bis, paragraph 3 of RE, the following aspects of the Plans may be specified:
- The Top Management Plan 2010 benefits managers and directors both of the Company and of its subsidiaries who hold strategic positions within the Company and/or within its subsidiaries (the "Beneficiaries").
- The Top Management Plan 2010 provides for the granting, over several yearly cycles, to Beneficiaries of the right to subscribe newly issued ordinary shares of the Company (the "Options"). The Plan is implemented through share capital increases reserved to the Beneficiaries, pursuant to Article 2441, paragraph 5 of the Italian Civil Code, to be resolved by the Board of Directors as delegated to do so under Article 2443 of the Italian Civil Code.
The Top Management Plan 2010 provides that the Options will have a vesting period of three to five years from the relevant grant date; Options will be exercisable for a period of three years starting from vesting date.
The Plan also provide that the exercise of Options is conditional upon the achievement of specific individual or business performance goals, as detailed in the relevant Plan Rules.
- The Plan aims at providing incentives to the Beneficiaries and at the same time are an adequate instrument for determining the creation and growth of value for the benefit of the Company and, consequently, of the shareholders.
The Top Management Plan 2010 is regarded as suitable for linking the incentives of directors invested with special powers and managers who hold strategic positions both to the medium-term performance of the Group and to their individual performance, aligning goals and maximizing value creation in favour of the shareholders.
The information document pursuant to art. 84 bis of the RE, as updated in order to reflect the resolution adopted by the Board of Directors of the Company on the date hereof, will be deposited within the term set forth by the applicable provisions.
Basiglio Milano 3, March 1, 2012
