Press Releases
Note - June 16th 2009
Today, June 16th 2009, The Board of Directors of Bulgari S.p.A. (the Company) held today, resolved to submit to the approval of the Extraordinary Shareholders Meeting to be convened, the proposal to increase the share capital in divisible form, by way of cash consideration, through:
- the issue of a maximum of No. 5,000,000 ordinary shares, with a nominal value of Euro 0.07 each, with the exclusion of the shareholders’ pre emption right of option pursuant to article 2441, paragraph 5, of the Italian civil code with the same being reserved to the Company’s Chief Executive Officer;
- the issue of a maximum of N- 10,000,000 ordinary shares of the Company, with a nominal value of Euro 0.07 each with the exclusion of shareholders’ pre emption rights pursuant to article 2441, paragraph 8, of the Italian civil code as the shares are reserved for employees of the Company and the Group
The shares to be issued are accordingly to be used to serve two different stock option plans, to be implemented by the Board of Directors and on its behalf by the Chairman and (with reference to the sole stock option plan reserved for employees of the Company and the Group), by the Chief Executive Officer, severally, both of whom will have the right but not the obligation to grant the stock options and may establish any other conditions for the granting of the options, including, without limit, the grant dates, the respective number, the period following the grant date after which the rights may be exercised, the destiny of any option rights not yet exercised or not yet exercisable in the event of the termination of the relationship between the single beneficiary of the plan and the company and any amendments to be made in the event of changes in social security and tax laws and regulations or in any way relevant to the implementation of the stock option plan.
The exclusion of pre-emption rights is justified by the corporate interest to provide incentives for certain employees of the Company and the Group as well as the Chief Executive Officer through the use of the stock option mechanism which is deemed to be a valid tool for retention of the most deserving members of top management. Shares to be issued will have the same rights as the Company’s ordinary shares already in circulation, will have dividend rights from the first of January of the year in which they are issued.
The price at which the shares will be issued will be determined
as follows:
(i) with regards to stock option plan reserved to the
employees f the Company and of the Group: above a minimum that may
not be lower than the nominal value of the individual shares,
taking also into account the average official price of the Bulgari
share on the Electronic Share Market (Mercato Telematico
Azionario), organised and managed by Borsa Italiana S.p.A.,
during the month preceding the grant date
(i) with regards to stock option plan reserved to the Chief
Executive Officer: at a price per share, inclusive of premium and
nominal value, equivalent to the arithmetic mean of the official
prices recorded by Bulgari shares on the Electronic Share Market
(Mercato Telematico Azionario), organised and managed by Borsa
Italiana S.p.A. in the month previous to the date of granting, no
lower than the one determined on the basis of the value of the net
assets of the Company resulting from the last financial statements
approved before the date of granting of the subscription rights,
also taking into account the trends in the share price over the
last half.
The final subscription date has been determined as 31 December 2024 as it is the Board’s intention to provide for the options to be exercised after a certain period of time has passed from the grantdate (the vesting period) and then allow them be exercised for a sufficiently long period subsequent to the vesting period
Illustrative report of the Board of Directors will be made available to the public at the Company’s Headquarters at Lungotevere Marzio 11, Rome and sent at Consob within the time period provided for by law.