moleskine-ipo-report-04-03-2013-mediobanca

Moleskine
4) Management compensation
The Board of Directors, appointed on November 28 2012, is entitled to a total annual remuneration of
€90,000.
If the IPO takes place the company’s CEO, Arrigo Berni, will be entitled to a gross fixed annual
remuneration of €450,000 for fiscal year 2013 and €500,000 for fiscal year 2014 and 2015.
The current stake of 6.5% in Appunti Sarl and the 10% of preferred shares owned by Arrigo Berni,
Fabio Rosciglione, Maria Sebregondi, Roberto Di Puma and two former managers will be liquidated as
follows:
1/3 cash at IPO;
1/3 Moleskine shares subject to a 18-month lock-up;
1/3 Moleskine shares subject to a 24-month lock-up.
Alessandro Strati, Peter Jensen, Lorenzo Del Felice are entitled to receive a bonus linked to the value
of the Company, of which 1/3 will be paid in cash at IPO and the remaining 2/3 will be paid in
Moleskine’s shares one year from the IPO date with a lock-up period of 18/24 months.
Please note that in 2008 the BoD approved an incentive plan related to some managers.
The fair value of the two bonus plans was estimated at €2.4m on 31 December 2012. This estimate
includes both the shares and cash components and takes into consideration, among other things, the
probability of an IPO occurring. Part of this amount, namely €0564m, was reported in the 2012 P&L
under personnel expenses.
5) Top management stock options schemes
On November 22, 2012, Moleskine BoD approved the guidelines for future stock option plan, to be
approved by shareholders meeting only if Moleskine IPO takes place.
Stock option guidelines are:
Duration: 5 years;
Underlying share: up to 3% of the share capital of Moleskine;
Beneficiaries: people identified by the Board of Directors;
Conditions for exercise: maintenance of the office at each option vesting date and achievement of
specific operating targets (based on EBITDA);
Price range: IPO offering price range (if the assignment occurs within the first month of trading
company's shares) or previous month average share price (if it occurs after more than a month
after listing).
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IPO
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