Press Release in accordance with CONSOB Regulation No. 11971/1999 and subsequent amendments
Incentive Plan for DADA Group Top Management approved
The Board of Directors of DADA S.p.A. exercised the powers delegated in a Shareholders' Meetings resolution of a share capital increase servicing a stock option plan for the Top Management of the Group.
Florence, February 3, 2006 - The Board of Directors of DADA S.p.A. (MTAX of Borsa Italiana: DA.MI), in a meeting held today, exercised the powers delegated in the Shareholders' Meeting of December 30, 2005 and registered in the Florence Company's Registrar Office on January 9, 2006, of a paid-in share capital increase - for a maximum period of 5 years - in one or more tranches, for a total maximum nominal amount of Euro 136,000.00, through the issue of a maximum of 800,000 ordinary shares of DADA with a nominal value of Euro 0.17 each, and with exclusion of the option right in accordance with the combined provisions of the fifth and sixth paragraphs of article 2441 and article 2443 of the second paragraph of the Civil Code, to service the Stock Option Plan for Directors holding particular powers or offices of a managerial nature and/or for the General Managers and/or Executives and/or Managers of the Divisions of Dada S.p.A. and/or its subsidiaries.
The Board, on the proposal of the Remuneration Committee of the Company, approved the regulations of the Plan and assigned 700,700 options for the subscription of the same number of ordinary DADA shares to ten Directors holding specific offices and Top Managers of DADA Group, also approving a share capital increase totaling Euro 119,119.00 to service the above-mentioned options.
The stock option plan has the purpose of providing incentives and ensuring the loyalty of the Top Management and therefore the exercise of the options is conditional, within the limits established in the regulations, of achieving 90% of the objective Consolidated Ebitda for the year 2008 as determined by the Board.
In general the exercise of the options may take place from January 15 to January 31, from February 16 to February 28, from June 1 to June 15, from September 15 to September 30 (extended to October 15 only for the year 2012) and, finally, from November 15 to November 30 of each year until November 11, 2012 and from the date of the approval of the consolidated financial statements relating to the DADA Group for the year ended December 31, 2008.
The regulations approved govern in particular the procedures, conditions, and period for the assignment of the options, the subscription rights not yet exercised or not yet exercisable at the moment of any eventual termination of the relationship between the beneficiaries and the companies of the Group, the possibility to apply the so-called repricing of the options, and the advanced subscription of the options in the case of significant events related to the control of the Company.
The subscription price of the shares was determined by the Board of Directors of the Company, in accordance with the criteria indicated by the Shareholders' Meeting, as Euro 14,782 per share, equal to the average official price registered of the DADA shares in the month prior to the assignment of the option rights and in any case above the average share price in the last six months.
No forms of financial support are provided for by the Company or of any other nature for the subscription of the shares relating to the exercise of the options or restrictions on the shares subscribed.
