Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

PART I - SHARE-BASED PAYMENT SCHEMESA. QUALITATIVE INFORMATION1. DescriptionInformation on the increases in the Bank’s share capital as a result of stock optionschemes approved pursuant to Article 2441, paragraphs 8 and 5, of the Italian Civil Code,is as follows:Extraordinary general meetingheld onNo. of sharesapprovedAwards expire onDeadline for exercisingoptionsNo. of sharesawarded29 March 1999 3,130,000 Expired 31 December 2011 3,130,00030 July 2001 50,000,000 Expired 1 July 2015 49,634,00028 October 2004 15,000,000 Expired 1 July 2020 14,350,000of which to directors 1 4,000,000 Expired 1 July 2020 3,375,000 227 June 2007 40,000,000 27 June 2012 1 July 2022 201,000TOTAL 108,130,000 67,315,000,000The schemes provide for a maximum duration of ten years and a vestingperiod of thirty-six months.The schemes were launched with the dual purpose of encouraging loyaltyretention among key staff members, i.e. persuading employees with essentialand/or critical roles within the Group to stay with Mediobanca, and making theremuneration package offered to them more diversified and flexible.The choice of beneficiaries and decisions as to the number of options to beallotted are taken in view of the role performed by the person concerned with thecompany’s organization and their importance in terms of creating value.A total of 16,330,000 stock options were awarded during the six months, aspart of variable staff remuneration for 2010. Of these new options, 950,000 weregranted to Directors (all of which from the amount approved by shareholders at ageneral meeting held on 27 June 2007) at a price of €6.537, vesting for threeyears and exercisable in eight years.1At a general meeting held on 27 June 2007, shareholders approved a proposal to grant stock options toBoard members.22,000,000 of which granted to one former director.– 229