135 / 278
PRYSMIAN GROUP | DIRECTORS’ REPORT
135
INCENTIVE PLANS
Long-term incentive plan 2015-2017
The Shareholders' Meeting held on 16 April 2015 approved an incentive plan for employees of the Prysmian
Group, including members of the Board of Directors of Prysmian S.p.A., and granted the Board of Directors
the necessary powers to establish and implement this plan.
The reasons behind the introduction of the Plan are:
to generate strong commitment by the Group's Management to achieving the targets for additional
growth in profits and return on capital employed over the next three years;
to align the interests of Management with those of shareholders by using share-based incentives,
and promoting stable share ownership of the Company;
to ensure the long-term sustainability of the Group's annual performance through the mechanism of
co-investing part of the annual bonus and consequent retention effect.
The Plan covers around 300 employees of Group companies and involves the grant of options, the number
of which depends on the achievement of common business and financial performance objectives for all
participants.
The Plan consists of two parts:
Co-investment;
Performance Shares.
The Co-investment part requires each participant to defer and co-invest a variable portion of their annual
bonuses for the years 2015 and 2016, if achieved; if the Target is achieved, this portion is returned to the
participant in the form of company shares with a higher value than that co-invested.
The Performance Shares part involves the prior establishment of a minimum and maximum number of
shares for each participant, according to their company position and salary level. The number of shares
actually awarded will depend on the extent to which the Performance Conditions are achieved. Both parts of
the plan are contingent upon achieving two financial performance targets in the period 2015-2017, namely
the Group's aggregate Adjusted EBITDA for the three years (min. Euro 1,850 million - max. Euro 2,150
million) and average ROCE (Return On Capital Employed) in the same three-year period (min. 16.0% - max.
19.6%).
Additional information about the incentive plans can be found in Note 21 to the Consolidated Financial
Statements.