The Board of Directors of TerniEnergia, which met today, has resolved, with the approval of the Committee for the Compensation, an incentive plan (the “Stock Grant Plan 2017-2019” – the “Plan”) based on shares of the Company in favor of senior management. The Plan provides for the free allocation of ordinary shares subject to the achievement of certain performance targets linked to the value of the Company and to the share price.
The plan, which will be submitted for approval to the Shareholders’ Meeting, intends (i) to link the remuneration of the persons identified as beneficiaries of the Plan to the actual performance of the Company and the creation of new value for TerniEnergia, as wished for in the Corporate Governance Code for Listed Companies; (ii) orienting key corporate resources toward the creation of value and strategies for pursuing the medium to long-term results; (iii) aligning the interests of the beneficiaries of the Plan with those of shareholders and investors; (iv) introducing retention policies to retain the Plan beneficiaries and encourage their stay in the Company or in TerniEnergia Group; (v) motivate and retain the current management of the Company and develop the Company’s ability to attract potential new managers, in line with its industrial market practices.
The shares at the sservice of the Plan will derive by an appropriate share capital increase, pursuant to article 2349, paragraph 1, of the Civil Code, to be approved by the Shareholders’ Meeting.
The Board of Directors has resolved to submit the approval of the said divisible capital increase of maximum Euro 2,959,862, corresponding to a maximum n. 2,354,478 ordinary shares of the company, through the use of a special reserve of profits bound to service of the Plan, to be drawn from a pre-existing free equity reserve powered by undivided profits.
In addition to the above proposals will be submitted for approval to amend the art. 5 of the Bylaws to the extraordinary Shareholders’ Meeting.
The Board has determined to grant to the Chairman and CEO, Stefano Neri, the mandate to convene the Ordinary and Extraordinary Shareholders’ Meeting of TerniEnergia S.p.A. to deliberate on the floor of the Stock Grant Plan 2017-2019, the capital increase and the Bylaws changes.
For more information, please see the information document pursuant to art. 84-bis of the Issuer Regulations and reports on the agenda of the ordinary and extraordinary Shareholders’ Meeting that will be made available to shareholders in the manner and within the time prescribed by law.
The Board of Directors has finally examined and approved the Remuneration Report to be published and made available on the Company’s website (www.ternienergia.com), establishing the remuneration of the Executive Directors and the guidelines for the remuneration of executives key management, according to best-practice tips.
