Mediolanum Corporate Site:  Italiano   English




03/09/2010
1.00 p.m.

Press release pursuant to article 84-bis, paragraph 3, of the Issuers’ Regulations

Comunicato stampa ai sensi dell’art. 84-bis, comma 3, delibera Consob n. 11971 del 14 maggio 1999 e successive modifiche (“RE”) in tema di piani di compensi basati su stock options



As of the date hereof, the Board of Directors of Mediolanum SpA (the "Company"), upon a proposal from the Remuneration Committee, has approved the guidelines of a stock option plan benefiting the directors and managers of the Company and of its subsidiaries, referred to as the "Top Management Plan 2010", and the guidelines of a stock option plan benefiting the collaborators of the Company and of its subsidiaries – namely the sales personnel - referred to as the "Collaborators Plan 2010" (collectively the "Plans"), to 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:

1) 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 Collaborators Plan 2010 benefits collaborators both of the Company and of its subsidiaries, which are identified from time to time by reason of the role played by the collaborator and by its contribution to the Company’s business development (hereinafter, both beneficiaries of the Top Management Plan 2010 and of the Collaborators Plan 2010 are referred to as the "Beneficiaries").

2) The Plans provide for the granting, over several yearly cycles, to Beneficiaries of the right to subscribe newly issued ordinary shares of the Company (the "Options"). The Plans will be implemented through two capital increases reserved to each of the two categories of 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 Collaborators Plan 2010 provides that the Options will have a vesting period of five to ten years from grant date; Options will be exercisable for a period of three years starting from vesting date.
The Plans also provide that the exercise of Options is conditional upon the achievement of specific individual or business performance goals. The detailed terms of the Plans will be set forth by the Board of Directors, upon consultation with the competent corporate bodies of the Company and of its subsidiaries.

3) The Plans aim 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 Collaborators Plan 2010 represent an appropriate tool for linking the incentives of collaborators both to their individual goals and to the medium-term performance of the Company and the Group and, as a result, for the creation of value for shareholders; in addition, the Collaborators Plan 2010 aims to serve as a powerful retention tool, because of the lengthy vesting period.

Pursuant to Article 84-bis, paragraph 1 of the RE, adequate information to the market will be given through the dissemination of an information document prepared in accordance with the instructions set out in Annex 3A, Scheme 7, of the RE, which will be deposited within the term set forth by the applicable provisions.

Basiglio, Milano 3, march 9, 2010

Contacts:
Media Relations
Roberto Scippa
Tel +39 02 9049 2902
Fax +39 02 9049 2345
e-mail: gmmedia@mediolanum.it
 
Investor Relations
Alessandra Lanzone
Tel +39 02 9049 2039
e-mail: investor.relations@mediolanum.it