UNICREDIT (UCG): EXECUTION OF THE UNICREDIT GROUP EMPLOYEE SHARE OWNERSHIP PLAN 2009 - raport 98
Raport bieżący nr 98/2009
Podstawa prawna:
Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
EXECUTION OF THE UNICREDIT GROUP
EMPLOYEE SHARE OWNERSHIP PLAN 2009
OTTOBRE 2009
INDEX
1. INTRODUCTION
2. UNICREDIT GROUP EMPLOYEE SHARE OWNERSHIP PLAN 2009
2.1 BENEFICIARIES OF THE PLAN
2.2 THE REASONS FOR THE ADOPTION OF THE PLAN
2.3 THE PROCEDURE FOR THE ADOPTION OF THE PLAN AND THE
TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL INSTRUMENTS
2.4 THE CHARACTERISTICS OF THE FINANCIAL INSTUMENTS ASSIGNED
ENGLISH TRANSLATION FOR YOUR CONVENIENCE ONLY
1. INTRODUCTION
Pursuant to the provisions set forth in Article 114-bis of Legislative Decree no. 58 of February 24, 1998, as well as to the provisions of the Issuer Regulation adopted by Consob with resolution no. 11971 of May 14, 1999 (the "Issuer Regulations") regarding the information to be disclosed to the market in relation to the granting of
awarding plans based on financial instruments, this Information Memorandum has been prepared for the purpose of giving information concerning the execution of the UniCredit Group Employee Share Ownership Plan 2009" (the "Plan") already approved by the General Shareholders Meeting of April, 29 2009 which aims at
reinforcing the sense of belonging to the Group and the commitment of the employees to achieve the corporate goals.
To completion to the information provided with reference to the General Shareholders Meeting approval of the Plan, this Information Memorandum - prepared in compliance with Scheme 7 of Annex 3A to the Issuers Regulation - provides information to the public to the conditions for the execution of the Plan.
Pursuant to the definition set forth in article 84-bis of the Issuer Regulations, the Plan described in the Information Memorandum, in consideration of its beneficiaries, has the nature of "relevant plans".
2. UNICREDIT GROUP EMPLOYEE SHARE OWNERSHIP PLAN 2009
2.1 BENEFICIARIES OF THE PLAN
Considering that the Plan is addressed to the employees of the companies of UniCredit Group in Italy, Germany, Austria, Bulgaria , Poland, Czech Republic, Slovak Republic, Romania Serbia and Hungary, the potential participants would be circa 135,000.
The Plan does not provide for the participation of employees of the companies operating in the other countries in which the Group is operating, since for legal, fiscal, operational or organizational reasons it is not possible to implement the Plan in the terms approved and defined by UniCredit S.p.A
2.1.1 Indication of the name of beneficiaries who are members of the board of directors of UniCredit and of the companies directly or indirectly controlled by UniCredit Mr. Alessandro Profumo, CEO of UniCredit, is amongst the potential beneficiaries of Plan.
It is worth mentioning that certain beneficiaries of the Plan - employees of the UniCredit Group - in addition to the exercise of their managing powers connected to their offices, held offices in Management Bodies of companies, directly or indirectly, controlled by UniCredit. In light of the fact that such individuals are amongst the beneficiaries of the Plan in their capacity as employees of UniCredit Group, no information as to their names is provided hereto and reference shall be made to the information provided below.
2.1.2 Indication of the classes of employees of UniCredit and of its parent companies or subsidiaries that benefit from the Plan.
The Plan also applies to the following classes of employees of UniCredit and of the companies of the Group in Italy, Germany, Austria, Bulgaria , Poland, Czech Republic, Slovak Republic, Romania Serbia and Hungary
- General Managers & Vice General Managers (or similar categories in the different jurisdictions in which the Group operates) of UniCredit and of the companies of the Group in the above mentioned countries.
- Executives (or similar categories in the different jurisdictions in which the Group operates) of UniCredit and of the companies of the Group in the above mentioned countries.
- Middle Managers (or similar categories in the different jurisdictions in which the Group operates) of UniCredit and of the companies of the Group in the above mentioned countries.
- Employees (or similar categories in the different jurisdictions in which the Group operates) of UniCredit and of the companies of the Group in the above mentioned countries.
2.1.3 Individuals who conduct management activities indicated in the sect. 152- sexies, para. 1, lett. c)-c.2 in UniCredit who benefit from the Plan.
Among the potential beneficiaries of the Plan the following individuals who conduct management activities indicated in the sect. 152-sexies, para. 1, lett. c)-c.2 are included:
- Mr. Sergio Ermotti;
- Mr. Paolo Fiorentino;
- Mr. Roberto Nicastro;
All the aforesaid individuals are Vice General Managers of the Group.
2.1.4 Individuals who conduct management activities in a company directly or indirectly controlled by UniCredit, if the book value of the participation in the subsidiary represents more than fifty per cent of UniCredit’s assets as shown in its latest approved annual financial statements, as indicated in the sect. 152-
sexies, para. 1, lett. c)-c.3
None of UniCredit subsidiaries meets the requirements set forth in Article 152-sexies, paragraph 1, lett. c)-c.3 of the Issuers Regulation; therefore no information is provided in connection thereto.
2.1.5 Individuals who control UniCredit, and who are employee or collaborator of
UniCredit.
No individual controls UniCredit and, therefore, no information is provided in connection thereto.
2.1.6 Description and numeric information, divided by category:
a) individuals who conduct management activities in UniCredit and of the managers who have regular access to privileged information and are authorized to take resolutions capable of influencing the development and
prospects of UniCredit;
b) other categories of employees or collaborators for which have been provided different characteristics of the plan (for instance, managers, officers, employees etc.).
Amongst the beneficiaries of the Plan there are nr. 16 executives of UniCredit who are members of the Management Committee ("Comitato Manageriale") - together with the CEO of UniCredit and the 3 Vice General Managers already mentioned in section 2.1.3 - and who currently have regular access to privileged information .
There are no classes of employees to which different characteristics of the Plan apply. Moreover, the Plan provides that the Participants resident in countries where, for fiscal reasons, it will not be possible to grant free shares at the end of the Enrolment Period have the right to receive such shares at the end of the Holding
Period ("alternative structure").
2.2 THE REASONS FOR THE ADOPTION OF THE PLAN
2.2.1 The targets which the parties intend to reach through the adoption of the plan.
Through the Plan, UniCredit aims at reinforcing the sense of belonging to the Group and the commitment of the employees to achieve the corporate goals .
In particular, the Plan aims at offering to the employees of the companies of the Group, joining in the Plan, the possibility to buy UniCredit ordinary shares at favourable conditions.
The decision to propose the adoption of the Plan has been taken on the basis of the consideration that, from a financial point of view, plans based on financial instruments reserved to employees, like such Plan, are currently an advantage both for the company that adopts the Plan and for the beneficiaries.
The Plan does not provide for alternative allocation criteria amongst the beneficiaries of the Plan, since the criteria specified in section 2.2.3 will regularly apply to all the beneficiaries described in section 2.1.
2.2.2 Principal factors of variation and performance indices taken into account for the assignment of plans based on financial instruments.
Considering the goals of the Plan, no key variables & performance indicators have been considered to grant the free shares as detailed below.
2.2.3 The factors assumed as basis for the determination of the compensation based upon financial instruments, or the criteria for the determination of the aforesaid compensation.
The Plan does not contain an exact indication of the compensation based on free shares to be allocated to the beneficiaries, rather it merely fixes the maximum and minimum amount they can invest.
The purpose of UniCredit to adopt the Plan is in line with the strategy adopted in recent years by the Group for maximizing the corporate value and for fostering employees’ sense of belonging and the commitment to achieve the corporate goals.
2.2.4 The reasons justifying the decision to assign compensation plans based on financial instruments not issued by UniCredit, such as financial instruments issued by its subsidiaries, its parent companies or third parties; in the event the aforesaid financial instruments are not negotiated on regulated markets, the
issuer shall provide information as to the criteria adopted for the calculation of the value attributable to such financial instruments.
The Plan does not contemplate the allocation of similar financial instruments.
2.2.5 The evaluations, with respect to the relevant tax and accounting implications, taken into account in the definition of the plans.
The Plan has not been influenced by significant tax or accounting consideration. In particular, it is specified that the income tax regime will be taken into account applicable from time to time in the country where each participant has his/her residency: in Italy, the plan structure is qualified for the current favourable tax
treatment provided for all employees share ownership plans (Section 51 TUIR).
2.2.6 The indication as to whether the plan enjoys any support from the special fund for encouraging worker participation in the companies, as provided for under Article 4, paragraph 112, of Law December, 24 2003 n. 350.
The Plan is not supported by the special fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December, 24 2003 n. 350.
2.3 PROCEDURE FOR THE ADOPTION OF THE PLAN AND TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL INSTRUMENTS
2.3.1 Powers delegated to the board of directors by the shareholders’ meeting for the implementation of the plan.
In occasion of the approval of the Plan, the Shareholders’ Meeting - Ordinary session of UniCredit has not given any specific powers and functions to the Board of Directors for the execution of the Plan, but has given to the Chairman and/or to the Chief Executive Officer, respectively, every opportune powers of attorney to enact
the Shareholders resolution.
2.3.2 Indication of the individuals in charge of the management of the plan, their powers authority.
The Organizational Unit "Global Compensation & Benefits" of the Holding is in charge for the management of the incentive plans, including the Plan, as well as of the definition of the Group’s compensation policy.
The Plan will be managed and administered with the support of a specialized provider external to the Group.
2.3.3 Procedures for the amendment of the plans, if any, also in connection with potential variation of the original targets.
No specific procedures for the amendment of the Plan are provided for.
2.3.4 Description of the modalities for the determination of the availability and assignment of the financial instruments contemplated by the plan.
¡ The employees of the Group companies who will join the Plan ("Participants"), should communicate, in the period from October 2009 to December 2009, the amount to invest for the purchasing of the UniCredit ordinary shares ("Investment Shares"). The Plan’s participants should submit an order to the relevant Bank of the Group to buy - on a monthly or one-off (in March, May and/or October) basis - UniCredit ordinary shares. The purchase will be made during the period between January 2010 and December 2010 ("Enrolment Period") on the market by by FinecoBank - the Group company, with registered office in Italy, appointed as unique broker for the Plan - and all the purchased shares will be sub-deposited in an account opened in the name of each participant in Société Générale Securities Services (SGSS) as Custodian Bank for the Plan.
At the end of the Enrolment Period, conditionally to the fact that the participants maintain the ownership of the "Investment Shares", each participant will receive one free share every twenty purchased ("Discount Share") and one additional free restricted share every five shares held ("Matching Share"). The "Discount Shares" &
"Matching Shares" are locked up for three years (from January 2011 to January 2014) starting at the end of the Enrolment Period. After this 3-year Holding Period, the participants can freely dispose of all the shares. "Matching Shares" are subject to forfeiture if the participants sell their "Investment Shares", or if they leave
employment with the Group, before the end of the 3 year holding period, except in the case of termination of employment for special reasons provided for by the Plan.
To Plan participants resident in countries where, for fiscal reasons, it will not be possible to grant the "Matching Shares" at the end of the enrolment period, the right to receive the "Matching Shares" will be offered at the end of the Holding Period ("alternative" structure).
2.3.5 The influence exercised by each director in the determination of the characteristics of the plans; the potential conflict of interest which may trigger the obligation for the relevant director to abstain from exercising his vote in the relevant resolution.
In the determination of the essential characteristics of the Plan,approved by the General Meeting on April, 29 2009, the Board of Directors followed the guidelinesand criteria elaborated by the Remuneration Committee of UniCredit.
Since the CEO of UniCredit is among the potential beneficiaries of the Plan, the latter, pursuant to, and for the purposes of, sect. 2391 of the Civil Code, has in due time duly informed either the other members of the Board of Directors, and the members of the Statutory Board of Auditors, of his relevant interest in the proposal of assignation of the Plan.
In the implementation of the Plan the CEO of UniCredit followed the guidelines and criteria elaborated by the Board of Directors and Remuneration Committee of UniCredit
2.3.6 The date on which the board of directors resolved upon the assignment of the financial instruments contemplated by the plan.
The Board of Directors on February, 12 2009 resolved upon the Plan approved by the Shareholders’ Meeting - Ordinary session of UniCredit on April, 29 2009.
On October, 27 2009 the Chief Executive Officer of UniCredit - exercising the powers of attorney assigned to him by the above mentioned Shareholders’ Meeting - has invited the employees of the Group companies operating in Italy, Germany, Austria, Bulgaria Hungary Poland, Czech Republic, Slovak Republic, Romania and Serbia to
participate to the Plan.
2.3.7 The date on which the remuneration committee resolved upon the Plan of UniCredit.
In view of the definition of the proposal by the Board of Directors, the Remuneration Committee, on February, 9 2009, positively resolved upon the criteria and the methodology elaborated for the definition of the Plan, sharing the reasons and motivations thereof.
2.3.8 The market price of UniCredit ordinary shares, on the dates mentioned in points 2.3.6 and 2.3.7.
The market price of UniCredit ordinary shares, registered on the date of Board of Directors approval of Plan proposal (February, 12 2009) and on the date of positive opinion expressed by the Remuneration Committee of UniCredit (February, 9 2009), amounted to € 1,2146 and to € 1,2411 respectively .
On October, 27 2009 - date in which the employees of the Group have been invited to the Plan - the market price of UniCredit ordinary shares resulted equal to € 2,3741
2.3.9 In which terms and modalities UniCredit takes into account, in the determination of the timeframe for the assignment of the plans, of the possible time-coincidence between:
i) such assignment or the decision, if any, adopted thereon by the Remuneration Committee, and
ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1 of Legislative Decree 58/98; for instance, in cases in which such information is:
a. not already public and capable of positively affecting the market quotation, or
b. already published and capable of negatively affecting the market quotation.
It is worthwhile clarifying that, although all the resolutions concerning share-based incentive plans adopted by the Board of Directors are subject to the prior positive opinion of the Remuneration Committee of UniCredit, the information to the market is given only after the relevant resolution of the Board of Directors.
Therefore, with reference to the resolution of the Board of Directors of February, 12 2009 related to the Plan, communication has been given to the markets, in compliance with the current regulations.
With reference to the execution of the Plan, analogous information to the market, if required by the regulations, will be made available.
2.4 THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED
2.4.1 Description of the compensation plan.
The Plan 2009 provides for offering to Group employees the possibility to buy on the market UniCredit ordinary shares with the following advantages: (i) granting of one free share every twenty purchased by Participants ("Discount Shares") and (ii) additional offer of another one free restricted share every five shares held by
Participants ("Matching Share"), whose ownership by the Participant will be conditioned to the employment status of the employee with a UniCredit Group company until the expiry of a 3-year restriction period, with the exception of termination for reasons specifically provided for by the Rules of the Plan 2009.
2.4.2 Indication of the time period for the implementation of the plan also indicating different cycles, if any, of its implementation.
The phases to implement the Plan are:
a) Election Period: from 27 October 2009 to 15 December 2009 employees participating to the Plan ("Participants"), will choose the overall amount that they want to invest, up to a maximum contribution of 6.5% of their annual gross base salary with a cap of € 20,000 per annum. The minimum annual contribution
amount is defined considering the peculiarities of each participating country; b) Enrolment Period: from 18 January 2010 to 31 December 2010 the Participants will have the opportunity of buying shares by means of monthly debits on their current account or with payments in one or more instalments made in the
months of March, May and/or October ("one-off" modality). In case during this Enrolment Period a Participant leaves the Plan, he will lose the right to receive any free shares as for the following points c) and d) at the end of the Enrolment Period;
c) "Discount Share": at the end of the Enrolment Period (January 2011), each
Participant will receive one free share every 20 shares purchased; the "Discount
Shares" will be locked up for 3 years;
d) "Matching Share": furthermore, at the end of the Enrolment Period, the Participant will receive another free restricted share every 5 shares acquired (considering both the shares purchased during the Enrolment Period and the "Discount Shares" received); also this free share will be subject to lock-up for the next three years but, differently from the "Discount Shares", the Participant will lose the entitlement to the "Matching Share" if, during the 3-year Holding Period, he/she will no longer be an employee of a UniCredit Group Company, unless the employment has been terminated for one of the specific reasons stated in the Rules of the Plan. In some countries, for fiscal reasons, it will not be possible to grant the "Matching Shares" at the end of the Enrolment Period: in that case an alternative structure is offered that provides to the Participants of those countries the right to receive the "Matching Shares" at the end of the
Holding Period ("Alternative" structure);
e) Holding Period: during the Holding Period (from January 2011 to January 2014), the Participants can sell the purchased shares at any moment, but they will lose the "Matching Shares".
2.4.3 The t ermination date of the plan
The Plan will lapse at January 2014.
2.4.4 The overall maximum number of financial instruments, also in the form of options, assigned over any fiscal years with respect to the beneficiaries namely identified or identified by categories, as the case may be
At this stage it is not possible to determine the overall number of UniCredit ordinary shares that will be purchased or assigned with reference to the Plan, since their exact determination is conditioned to the Participants contribution rates and UniCredit ordinary share price at the purchasing date.
2.4.5 The procedures and clauses for the implementation of the plan, specifying whether the assignment of the financial instruments is subject to the satisfaction of certain specific conditions and, in particular, to the achievement of specific results, including performance targets; a description of the aforesaid conditions
and results
The Plan features & implementation clauses are described in the sections 2.3.4 and
2.4.2 above. The execution of the Plan is not conditioned to the achievement of any result/performance.
2.4.6 Indication of the restrictions on the availability of the financial instruments allocated under the plan or of the financial instruments relating to the exercise of the options, with particular reference to the time limits within which the subsequent transfer of the stocks to the issuer or third parties is permitted or prohibited
All the free shares acquired trough the Plan ("Discount Shares" & "Matching Shares") are locked up for three years, during which the dividends will be accrued in favour of the Participants: in particular any dividends and other distributions arising from the "Discount Shares", will be allocated (in cash and/or in kind) to Participants
starting from the granting date of the "Discount Shares", while any dividends and other distributions arising from the "Matching Shares" will be locked during the Holding Period and will be released (in cash and/or in kind) only at the end of this period.
The participant will lose the ownership of the "Matching Share" if, during the 3-year restriction period, he/she will no longer be an employee of a UniCredit Group Company, unless the employment has been terminated for one of the specific reasons stated by the Rules of the Plan.
2.4.7 Description of any condition subsequent to the plan in connection with the execution, by the beneficiaries, of hedging transactions aimed at preventing the effects of potential limits to the transfer of the financial instruments assigned there under, also in the form of options, as well as to the transfer of the financial
instruments relating to the exercise of the aforesaid options The Plan does not provide for conditions subsequent of the type described above.
2.4.8 Description of the consequences deriving from the termination of the employment or working relationship
1. Leaving employment before the start of the Enrolment Period: if a Participant leaves employment with any company of UniCredit Group before the start of the Enrolment Period, he will not be entitled to participate in the Plan.
2. Leaving employment during the Enrolment Period: if a Participant leaves employment with any company of UniCredit Group during the Enrolment Period, the Investment Shares already acquired shall not be affected but no more Investment Shares will be bought for him and he will not have any right to Free Shares under the Plan. In particular, no Free Shares (Discount and Matching shares) shall be allocated to him. The above mentioned provision will not apply if the Participant dies or leaves employment for any of the reasons set out in 1 to
14.3.5 below. In these circumstances no more Investment Shares will be bought for him but his right (or those of his heirs in the case of death) in relation to Investment Shares already acquired shall not be affected. In particular, he will still be entitled to the Discount & Matching Shares.
3. Leaving employment after the Enrolment Period but before the Vesting Date: if a Participant leaves employment with any company of UniCredit Group after the end of the Enrolment Period but before the Vesting Date, his Matching Shares will lapse but his rights in respect of Investment Shares and Discount Shares shall not be affected. The above mentioned provision will not apply if the Participant dies or leaves employment for any of the following reasons provided by the Rules of the Plan:
a. redundancy, ill-health, injury or disability, as established to the satisfaction of the Company or the Participant’s employing company;
b. the Participant’s employing company ceasing to be a Subsidiary; c. a transfer (total or partial) of the undertaking in which the Participant works to a legal entity which is not a company of UniCredit Group;
d. retirement with the agreement of the Participant’s employing company; or
e. any other reason agreed upon by the Company in the context of a mutual
agreement on termination of the Participant’s employment relationship.
In these circumstances, his rights (or those of his heirs in the case of death) in relation to both the Investment Shares and the Free Shares shall not be affected.
The Company must exercise any discretion provided for in this Rule within 90 calendar days after the termination date and the Free Shares will be deemed to have lapsed or not (as appropriate) on the t ermination date.
2.4.9 The indication of any other provisions which may trigger the cancellation of the plan
The Plan does not provide for any provision which may trigger its cancellation.
2.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by UniCredit, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating
whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights The Plan does not provide for the redemption by UniCredit or by another Group company.
2.4.11 The loans or other special terms that may be granted for the purchase of stocks pursuant to sect. 2358, paragraph 3, of the Italian Civil Code The Plan does not provide for a loan or other special terms for the purchase of the shares.
2.4.12 The evaluation of the economic burden for UniCredit at date of the assignment of the plan, as determined on the basis of the terms and conditions already defined, with respect to the aggregate overall amount as well as with respect to each financial instrument contemplated by the plan At this stage, it is not possible to evaluate the exact economic burden for UniCredit deriving from the adoption of the Plan, as the calculation of this burden is affected by the overall participation & contribution rates of UniCredit Group employees.
The estimated IFRS2 cost for the offer of the free shares received by participants is about € 16.3 millions, under the hypothesis of an expected participation rate of Group employees equal to 20%, with an employees’ contribution at maximum rate of 6.5% of the gross salary. That cost, to be spread over the 4 years in which the Plan extends (from January 2010 to January 2014), would increase in case of a higher participation rate and it does not include the management and administration costs of the Plan expected to be around € 0.8 million.
2.4.13 The indication of any dilution on the corporate capital of the issuer resulting from the compensation plan, if any.
Considering the use of shares to be purchased on the market, the adoption of the Plan will not have any diluting impact on UniCredit share capital.
2.4.14 Any limitation to the voting and to the economic rights
The Plan does not provide for any limitation to the voting or economic rights for both the "Investment Shares" & the "Discount Shares". The economic rights are suspended for the "Matching Shares", because the participants will receive the dividends of those shares only at the end of the 3-year restriction period if, during this period, he/she will remain an employee of a UniCredit Group Company, unless the employment has been terminated for one of the specific reasons stated by the Plan.
2.4.15 In the event the stocks are not negotiated on a regulated market, any and all information necessary for a complete evaluation of the value attributable to them
The Plan provides only for the use of shares negotiated on regulated markets.
(tables are available in attached pdf file)
Załączniki:
Plik;Opis
Wioletta Reimer - Attorney of UniCredit
