Prysmian S.p.a. · MIL:PRY
Prysmian — Shareholder Meeting (April 2018)
23 slides from Prysmian's shareholder meeting presentation, Apr 12, 2018
Slide 1: 2018 Shareholders Meeting
2018 SHAREHOLDERS MEETING To be held in Milan on April 12th, 2018 ROADSHOW PRESENTATION
Slide 2: Prysmian Group - Overview
PRYSMIAN GROUP - OVERVIEW OWNERSHIP STRUCTURE (December ‘17) CURRENT GOVERNANCE STRUCTURE Institutional investors by type: 12% 5% Growth 38% GARP 12% Value Index Hedge Fund 18% Others 15% Institutional investors by geo: UK 2% 2% 10% US 26% Italy 3% 3% France 4% Norway 4% Germany Ireland 10% Switzerl
Slide 3: Agenda
AGENDA ➢ General Information and Shareholders’ Meeting Agenda ➢ Ordinary Session ➢ Extraordinary Session
Slide 4: Shareholders' Meeting: General Information
SHAREHOLDERS’ MEETING: GENERAL INFORMATION MEETING DATE Ordinary and Extraordinary Shareholders' Meeting of Prysmian S.p.A. to be held at the premises of Prysmian S.p.A. in via Chiese n.6, with access from Viale Sarca no. 336, building 20, Milano on: - Thursday 12 April 2018, at 14:30 (CET), in sing
Slide 5: Shareholders' Meeting: Agenda
SHAREHOLDERS’ MEETING: AGENDA Ordinary Session 1. Financial statements at 31 December 2017; Directors' report; report by the Board of Statutory Auditors; report by the Independent Auditors. 2. Allocation of net profit for the year and distribution of dividend. 3. Determination of the number of membe
Slide 6: Agenda
AGENDA ➢ General Information and Shareholders’ Meeting Agenda ➢ Ordinary Session ➢ Extraordinary Session
Slide 7: Financial Statements
FINANCIAL STATEMENTS 1. Financial Statements at 31 December 2017 2. Allocation of Net Profit and Distribution of Dividend 1. Approval of: • The report on operations by the Board of Directors • The financial statements at 31 December 2017 as presented by the Board of Directors, as a whole and in thei
Slide 8: Board of Directors
BOARD OF DIRECTORS 3. Determination of the number of members of the BoD 4. Determination of the term of office of the Directors General Information • Current BoD composed by 11 members, with a 3 year mandate expiring with the approval of the financial statements at 31 December 2017; • BoD of not les
Slide 9: Board of Directors
BOARD OF DIRECTORS 5. Appointment of the Directors Voting procedure for appointing members of the BoD • If only one slate is presented, the Shareholders’ Meeting shall vote with the legally established quorum • If two or more lists are duly presented: • 5/6 of the directors shall be chosen from the
Slide 10: Appointment of the Directors: The Board Slate
APPOINTMENT OF THE DIRECTORS: THE BOARD SLATE Massimo Tononi Valerio Battista Massino Battaini Maria Elena Cappello Monica De Virgiliis Chairman CEO and General Manager Director Independent director Independent director Nationality:Italian Nationality:Italian Nationality:Italian Nationality:Italian
Slide 11: Appointment of the Directors: The Board Slate
APPOINTMENT OF THE DIRECTORS: THE BOARD SLATE Requirements of Independence Art. 148, par. 3., Self-Regulatory Sequential Name and Surname Place and date of birth T.U.F. [Finance Code of Borsa Main Offices Held1) number Consolidation Act] Italiana S.p.A. SAIPEM S.p.A. Non-executive director; Banca Mo
Slide 12: Prysmian Board's Slate: Executive Summary
PRYSMIAN BOARD’S SLATE: EXECUTIVE SUMMARY INDEPENDENCE* GENDER AGE BREAKDOWN LENGTH OF TERM IN OFFICE 10% 10% 30% 40% 50% 50% 50% 30% 60% 60% 10% Independent Non-Independent Female Male <50 50-59 60-65 <1 1-3 4-5 >5 *As per Italian Corporate Governance Code. BOARD SLATE SKILLS & EXPERTISE: IN DETAIL
Slide 13: Remuneration
REMUNERATION 6. Determination of the remuneration of the Directors General information • The Shareholders’ Meeting of 16 April 2015: • Set the annual emoluments for the entire BoD at Euro 530,000 for each of the years it remains in office • Granted the BoD the authority to determine how such some sh
Slide 14: Buy-back
BUY-BACK 7. Share buy-back Plan to be approved • Time limit: 18 months from shareholders meeting approval • Maximum number of shares to be purchased: 10% of share capital. 10% of total outstanding shares (230,160,523*) = 23,016,052 shares • Max amount: distributable profits and available reserves re
Slide 15: Share Participation Plan
SHARE PARTICIPATION PLAN 8. Amendments to the share participation plan in favour of Prysmian Group’s employers. Current plan already approved by 2016 AGM 1. The Plan, already approved by the shareholders in their meeting of 13 April 2016, offers the opportunity to purchase Prysmian's ordinary shares
Slide 16: Long Term Incentive Scheme
LONG TERM INCENTIVE SCHEME 9. Long-Term Inventive Plan 2018-2020 • Recipients: Approx. 600 managers: a) CEO; b) Senior Management (~30 participants); c) Other managers (~570 participants) • Duration: 3 years, 2018-2020, with shares eventually distributed to participants in 2021 • Elements of the Pla
Slide 17: Long Term Incentive Scheme: Key Conditions
LONG TERM INCENTIVE SCHEME 9. Long Term Incentive Plan 2018-2020: key conditions. On-Off Condition: 2018-2020 Adj. EBITDA1 ≥ € 3,000 mln Co- investment Cumulative % of outstanding MBO Results TSR N.Shares profile Adj.EBITDA shares* N. Of Shares: Minimum 100 25 3,000 -25% ~2.6 mln 1.1% Max 150 75 3,2
Slide 18: Remuneration Policy
REMUNERATION POLICY 10.Prysmian Group’s remunerations policy – Elements of Pay ANNUAL PAY FIXED - defined in line with the complexity of the role REMUNERATION - benchmarked vs key European market in order to guarantee competitiveness and internal fairness, taking into account the individual performa
Slide 19: Remuneration Policy: Pay Mix
REMUNERATION POLICY 10.Prysmian Group’s remunerations policy – Pay mix 22% 29% 51% 5% 57% 5% 16% 15% 28% 36% 45% 51% 5% 5% 16% 14% The theoretical pay-mix is calculated based on the actual potential total payment (cash, shares) in the 2018-2020 period during which the long-term incentive plan will b
Slide 20: Agenda
AGENDA ➢ General Information and Shareholders’ Meeting Agenda ➢ Ordinary Session ➢ Extraordinary Session
Slide 21: Capital Increase
CAPITAL INCREASE 1. Authorization to increase the share capital by Euro 500 million Maximum € 500 millions Amount Timing After closing of General Cable transaction (expected) Typology Rights issue offer open to all shareholders Private No private offering or private placement of New Shares is contem
Slide 22: Capital Increase to Support Incentive Plan
CAPITAL INCREASE TO SUPPORT INCENTIVE PLAN 2. Authorization to increase the share capital to support the implementation of the incentive plan Type • Free of charge Purpose • At the exclusive service of the LTI Plan 2018-2020 Amount • Max amount of Euro 756,281.90, with the issue of up to no. 7,562,8
Slide 23: Thank you!
Thank you! Prysmian Group