Tiscali 2001 Annual Report Download - page 58
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50
power of attorney, by its Chairman, taking account of, inter alia, the fiscal regulations
applicable in the various countries relating to tax relief on Stock Options.
These options are personal, registered, non-transferable and non-negotiable, with the
exception of their transfer mortis causa. The Plan, of three years' duration, sets out that
the options may be exercised in three lots, each equalling one-third of the options
assigned to each beneficiary. The lots of options may also be partially exercised. The
exercise periods are established by the Board of Directors for each year, starting from
September 2001. In accordance with current law, on April 27, 2001 an Information
Prospectus was filed with CONSOB.
The Plan includes specific "stability commitment" obligations, whereby the options may
be exercised only on condition that the beneficiary continues to work for or hold office
continuously with Tiscali or another Group Company from the date of their assignment
until the date they are exercised. Moreover, in line with current practice on this subject,
special checks and balances have been set up to protect the rights of beneficiaries in the
event of extraordinary operations, such as for example mergers or Company sales, and in
the event of changes in the Company control structure.
On May 14, 2001, the Board of Directors, exercising the powers assigned to it by the
Annual General Meeting, assigned a total of 15,000,000 options to staff, employees and
managers of the Company and of the Tiscali Group. On March 13, 2002, the Board passed a
motion to revoke in their entirety the options previously assigned, and at the same time to
assign the same number of options to the same beneficiaries but at a different exercise
price. In both cases, the exercise price, as established by the Board, corresponds to the
"regular value" of Tiscali shares as defined by article 9, paragraph 4, sub-paragraph a), of
Presidential Decree 917 of 1986 — that is, the mathematical average of the official price of
Tiscali shares taken in the month immediately preceding assignment.
As at the date of this Report, none of the Stock Options assigned has been exercised.
Consequently, the capital increase approved during the meeting of March 12, 2001, which
has a five-year duration, has not been even partially underwritten.