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PRYSMIAN GROUP | DIRECTORS’ REPORT
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Share buy-back and disposal programme and Long-term incentive plan 2015-2017
The Shareholders' Meeting held on 16 April 2015 authorised a share buy-back and disposal programme,
revoking at the same time the previous authorisation under the shareholder resolution dated 16 April 2014.
This programme provides the opportunity to purchase, on one or more occasions, a maximum number of
ordinary shares whose total cannot exceed 10% of share capital, equal to 18,847,439 ordinary shares as at
the date of 16 April 2015, after deducting the treasury shares already held by the Company.
The same Shareholders' Meeting also 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.
During the extraordinary session of the above meeting, the shareholders authorised an increase in share
capital by a maximum amount of Euro 536,480, through the issue of up to 5,364,800 new ordinary shares
with a nominal value of Euro 0.10 each, to be allotted for no consideration to Group employees who are
beneficiaries of the above incentive plan.
Audit firm engagement
On 16 April 2015, the Shareholders' Meeting approved the engagement of Reconta Ernst & Young S.p.A. to
perform the statutory audit of the accounts for financial years included in the nine-year period from 2016 to
2024.
Group employee share purchase plan (YES Plan)
Based on the applications received in February 2015, company shares were purchased on the Milan Stock
Exchange during July 2015 for those employees who had signed up to the plan's second cycle.
On 25 August 2015, an additional purchase window was opened for plan participants in the "Manager"
category who had already bought shares in the July 2015 purchase window and who were so entitled under
the plan's regulations.
In November 2015, employees were informed that the plan's third cycle scheduled for 2016 was open for
application. Employees had until the end of December 2015 to apply for this third cycle and to communicate
how much they intended to invest. The total amount collected will be used to make purchases of the
Company's shares on the Milan Stock Exchange during the month of July 2016.