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319

the discount is 15%, and the executive Directors and key

management personnel, for whom the discount is 1% on the

stock price.

The Plan therefore qualifies as "of particular relevance" within

the meaning of art. 84-bis, par. 2 of the Issuer Regulations.

A maximum number of 500,000 treasury shares have been

earmarked to serve the discounted purchases envisaged by

the Plan.

During the month of October 2013, the plan was presented

and explained to some 16,000 of the Group's employees in

27 countries. Employees had until the end of December 2013

to communicate their wish to participate in the Plan, the

amount they intended to invest in the first purchase window

and the method of payment. The amount collected in the

month of April 2014, totalling Euro 6.4 million, was used to

make purchases of the Company's ordinary shares on the

Milan Stock Exchange (MTA) over a period of 5 consecutive

business days during the month of May 2014. The number of

treasury shares allotted to each participant was determined

by taking into account the average share purchase price

(Euro 16.2629), the individual investment and the applicable

discount percentage.

All the plan's participants also received an entry bonus of

six free shares, also taken from the Company's portfolio of

treasury shares, only available at the time of first purchase.

The shares purchased by participants, as well as those

received by way of discount and entry bonus, are generally

subject to a retention period during which they cannot be sold

and the length of which varies according to local regulations.

On 9 June 2014, an additional purchase window was opened

for plan participants in the "Manager" category who had

already bought shares in the purchase window in May and

who were so entitled under the plan's regulations. Managers

opting to participate in this additional window were able

to buy an additional quantity of shares at a 25% discount.

The total of Euro 0.7 million collected in this additional

window was used to make purchases of the Company's

ordinary shares on the Milan Stock Exchange over a period of

5 consecutive business days during the month of July 2014.

The number of treasury shares allotted to each participant

was determined by taking into account the average share

purchase price (Euro 16.3585), the individual investment and

the applicable discount.

During the month of December 2014, employees were

informed of the opening of the plan's second cycle in 2015.

Employees had until the third week of February 2015 to sign

up for the second cycle and to communicate the amount they

intended to invest. The total amount collected will be used

to make purchases of the Company's shares on the Milan

Stock Exchange (MTA) during the month of July 2015.

The fair value of the options has been determined using the

Montecarlo binomial pricing model, based on the following

assumptions:

1st Window (2014)

2nd Window (2015)

3rd Window (2016)

Grant date

13 November 2013

13 November 2013

13 November 2013

Share purchase date

19 May 2014

19 May 2015

19 May 2016

End of retention period

19 May 2017

19 May 2018

19 May 2019

Residual life at grant date (in years)

-

1

2

Share price at grant date (Euro)

18

18

18

Expected volatility

29.27%

30.11%

36.79%

Risk-free interest rate

0.03%

0.05%

0.20%

Expected dividend %

2.83%

2.83%

2.83%

Option fair value at grant date (Euro)

18

18

17

A total of Euro 496 thousand in costs for the fair value of options granted under this plan have been recognised as "Personnel

costs" in the income statement for the year ended 31 December 2014.