Genoa, 20 February 2014
The Board of Directors of Ansaldo STS (STS. MI), which met today under the chairmanship of Sergio De Luca, has convened the Ordinary Shareholders’ Meeting for 15 April 2014, in single call.
The items on the agenda, in addition to the approval of the annual financial statements at 31 December 2013, are as follows:
- Resolution on the first section of the Remuneration Report pursuant to Article 123-ter, paragraph 3 of Legislative Decree no. 58/1998;
- Resolution on the remuneration of executive directors pursuant to Article 23-bis Decree Law no. 201/2011;
- Appointment of the Board of Directors and the Board of Statutory Auditors;
- Approval of a stock grant plan of Ansaldo STS for key resources of the Group;
- Authorization to purchase and dispose of own shares.
Notice of the summon, as well as the documentation relating to the items on the agenda will be made available to the public as provided in accordance with the law in force.
As for the new stock-based incentive plan, the Board approved a proposal that provides for the assignment of max. 1,500,000 (one million five hundred thousand) shares of Ansaldo STS to the CEO and General Manager of the Company, Managers with Strategic Responsibilities and to a maximum number of 46 managers considered to be key resources of the Company and/or its Group.
The main objectives of the plan are the following:
- to align the interests of the Beneficiaries with the primary objective of the creation of value for the shareholders in a medium-long term;
- to involve and motivate the directors and the management, whose activity is deemed to be of fundamental importance to achieve the goals of the Group itself;
- to convey the Company’s intent to share the expected increase in the value of the same Company with the top professionals of the Group;
- to enhance the loyalty of the key resources of the Group, thus encouraging them to remain with the same.
The allocation of the shares is subject to certain conditions precedent, i.e. the achievement of the annual performance goals as defined by the Board of Directors following the opinion of the Appointment and Remuneration Committee, EVA (Economic Value Added), Free Operating Cash Flow and performance of the Ansaldo STS shares compared to the performance of FTSE Italia All Share.The decision as to the number of Shares to be allocated to each Beneficiary shall be made by the Board of Directors after consultation with the Nomination and Remuneration Committee, on the basis of the role and responsibility assumed by each beneficiary within the Group.
The plan will last three years. Its reference period, therefore, will be 2014 -2016.
In line with the recommendations of the Corporate Governance Code, the Plan provides, for all beneficiaries, for a three-year rolling vesting period starting, for the year 2014, from the date of approval of the Plan by the General Meeting and, for 2015 and 2016, from the corresponding date of those years.
Accordingly, the Shares accrued for 2014 shall be allocated to the Beneficiaries in 2017, while those accrued for 2015 and 2016 shall be allocated to the Beneficiaries respectively in 2018 and in 2019.
Moreover, for the CEO and General Manager and the Managers with Strategic Responsibilities, 20% of the Shares – with regard to each financial year – are subject to a two-year lock-up period starting from the expiration of the vesting period. Therefore, for the CEO and General Manager as well as for the Managers with Strategic Responsibilities, such period will expire: (i) in 2019, for the Shares relating to 2014, (ii) in 2020, for the Shares relating to 2015 and (iii) in 2021, for the Shares relating to 2016.
The Shares will be made available by using shares already issued, to be purchased pursuant to art. 2357 et seq. of the Italian Civil Code, or already owned by the Company.
With regard to the purchase and disposal of own shares, the Board has resolved to request the Shareholders’ Meeting provide a new authorization – upon revocation of the authorization approved by the Ordinary Shareholders’ Meeting on 6 May 2013 – allowing the Board of Directors to purchase and dispose of own shares, in accordance with applicable legislation and in line with accepted market practices as recognized by Consob, for the following purposes:
- to service the stock-based plans approved by the Company;
- as part of transactions relating to ordinary operations and industrial projects in line with the strategic guidelines that the Company intends to pursue, which may also include swaps, exchanges, transfers or other disposals relating to industrial projects or extraordinary financing operations;
- to support market liquidity.
The authorization to purchase own shares is requested for a period of 18 months from the date of approval by the shareholders’ meeting. The authorization to dispose of own shares is requested for an unlimited period. In line with last year’s resolutions, purchases of own shares may be carried out via one or more transactions up to the maximum allowed by law, i.e. up to 20% of the Company’s share capital (n. 36,000,000 of shares, minus the own shares held by the Company at the time). Therefore, given the current share price of Ansaldo STS on the Milan Stock Exchange, the potential maximum outlay for such transactions is approximately EUR 290,700,000.00.
The share purchase operations must be carried out in accordance with Article 132 of Legislative Decree no. 58/1998, Article 144-bis of the Issuers Regulations and any other applicable law, and in line with accepted market practices as recognized by Consob, and shares must be purchased subject to the price conditions specified in Article 5, paragraph 1, of European Commission Regulation (EC) 2273/2003 of 22 December 2003.
The disposal of own shares, and in particular the sale of own shares, shall not be carried out at a price 10% lower than the recorded price on Italian Stock Exchange Market, organized and managed by Borsa Italiana S.p.A., in the trading session prior to each transaction. The shares servicing the stock-based incentive plans approved by the Company shall be granted according to the procedures and terms set out in the plans' regulations. In the event that the shares are used in swaps, exchanges, transfers or any other acts of disposal other than cash, the economic terms of the transaction shall be determined according to the nature and the characteristics of the transaction, also taking into account the performance of the Ansaldo STS share of the market.
If the shares are used for the purpose of carrying out activities to support market liquidity, the sales shall be carried out in accordance with the criteria set out in the Consob resolution on accepted market practices.
The Company currently holds 1,265 ordinary own shares, equivalent to 0.0007% of the share capital.
Moreover, the Board has approved the Ansaldo STS remuneration policy for 2014 that will be described in the first section of the Remuneration Report pursuant to Article 123-ter of the Consolidated Law on Finance. This Report will be made available to the public as provided by the law in force.
It should be noted that, as indicated in the financial calendar, the Board of Directors is scheduled to approve the draft financial statements for 2013 on 7 March 2014.