Tiscali 2009 Annual Report Download - page 58

57
Share Based Incentive Plans
On the 3May 2007, the General Meeting approved a share incentive plan in favour of the Managing Director
at the time and for the key managers in the Company and its Italian subsidiaries up to a maximum amount of
7,837,274 pre-merging options equal to 783,727 options after the merger transaction. Thereafter the board
has executed that resolution by allocating a total of 3,760,000 options to staff and 3,593,143 to the managing
Director at the time, in consideration of the pre-merger shares. In the light of the surrender on the part of
Dr. Tommaso Pompei of all his options which took place on 1 October 2009, And on expiry of the rights of
certain beneficiaries, 216,000 options can currently be exercised allocated to managers at an exercise price
of 0.729 EUR for 173,000 options and 0,827 EUR for 43,000 options. The exercise price was adjusted after
the equity increases in February 2008 and November 2009 and of the reverse split of shares in September
2009. Exercise shall take place in accordance with the regulations in the Stock Option Plan which can be
found in the investor relations section of the www.tiscali.it as described in further detail in the note on “Stock
Options” in the 2009 Financial Statements.
Delegated increases within the meanings of Article 2443 of the Italian Civil Code
The general meeting of 30 June 2009 voted to delegate the option to increase the shareholder equity to
the Board of Directors on payment, in one or more slices, over a maximum period of three years from the
delegation resolution, up to a maximum amount of 25 Million EUR by means of the issue of ordinary stock
without face value to be offered as an option to shareholders in proportion to the shares held by each o
them within the meanings of Article 2441 paragraph one of the Italian Civil Code.
The Board of Directors may carry out the increase if the Talk Talk Group, which is the purchaser of the
group’s English business, is granted certain compensation on the funds deriving from the sale of Tiscali UK
which is still under guarantee.
The terms and timing of subscription shall be set by resolution of the Board of Directors in accordance with
Company demands and the situation in the financial markets. The subscription price shall be equal to the
average market price for Tiscali shares recorded in the three months prior to the working day prior to each
related offering of Tiscali shares, subject to the constant provisos of Article 2346, paragraph five of the Italian
Civil Code.
Shareholders Agreements
With regard to the existence of shareholders’ agreements under Article 122 of Italian Law Decree 58/98, it is
pointed out that on the 15 may 2009, the Company and Renato Soru made a shareholder’s agreement with
the subject of the exercise of voting rights. In particular, Renato Soru has made a commitment, as regards
the shares he holds directly or indirectly in Tiscali S.p.A., to approve at the General Meeting any proposal by
the Board of Directors of the Company in the sphere of the debt restructuring transaction for Tiscali S.p.A.,
and its subsidiaries.
Amendments to significant agreements following the change of Control
In the case of a change of control of the Company or of some of the Group companies that come within
the scope of the finding agreements with the Senior Lenders, the amendment of the funding agreements
themselves is envisaged. In particular the change of control involves the obligation to make prepayments
with reference to the funding agreements referred to above as described in further detail in the table
under the note “Non Current Financial liabilities” in the 2009 Financial Statements.
Corporate Governance Report and Ownership Structure