Prospectus - Notowania

Prospectus - Notowania Prospectus - Notowania

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19.01.2013 Views

The Plan was designed for employees of UniCredit Group companies (approximately 135,000 resources). Specifically, the Plan is reserved for the following employee categories of UniCredit and the Group’s principal banks and companies: - General Managers and Deputy General Managers (and similar categories in the various jurisdictions in which the Group operates) belonging to UniCredit and the Group’s principal banks and companies. - Key management personnel (and similar categories in the various jurisdictions in which the Group operates) belonging to UniCredit and the Group’s principal banks and companies. - Management personnel (and similar categories in the various jurisdictions in which the Group operates) belonging to UniCredit and the Group’s principal banks and companies. - Staff (and similar categories in the various jurisdictions in which the Group operates) belonging to UniCredit and the Group’s principal banks and companies. The Plan envisages that the employees of Group companies that want to participate in the Plan (the “Participants”) must communicate the amount to be used for purchasing ordinary UniCredit shares (“Investment Shares”) between October 2009 and December 2009 (the “Subscription Period”). At the end of the Subscription Period, and on the condition that the Participant still owns the Investment Share, each Participant will have the right to receive a free share for every 20 shares purchased (“Discount Share”) as well as an additional free share for every 5 shares purchased/received (“Matching Share”). The Discount Shares and Matching Shares may not be sold for a period of 3 years (January 2011 to January 2014) from the end of the Subscription Period. Following this three-year holding period, the shares may be sold without constraints. In the event the Participant ceases to be an employee of a UniCredit Group company, or sells his/her Investment Shares during the three-year holding period, the Participant will lose the Matching Shares, unless employment is terminated for reasons included in the Plan Regulation. The Plan includes the following phases: (a) Enrolment: between October 2009 and December 2009, Participants shall indicate the total amount they wish to investment, which may be a contribution of up to a maximum of 6.5% of their fixed annual gross compensation, not to exceed €20,000. The minimum annual contribution percentage will be established considering the specifics of individual participating countries. (b) Subscription Period: between January 2010 and December 2010, Participants may purchase shares through monthly debits from their current account or, under the “one-off” method, making one or more payments in March, May and/or October. In the event the Participant leaves the Plan during the Subscription Period, he/she will lose the right to receive the free shares described in points c) and d) at the end of the Subscription Period. - 322 -

(c) “Discount Share”: at the end of the Subscription Period (January 2011), each Participant will received a free share for every 20 shares subscribed; these shares will be subject to the holding period for the subsequent three years; (d) “Matching Share”: furthermore, at the end of the Subscription Period, the Participant will receive an additional free share for every 5 shares owned (including both shares subscribed during the Subscription Period and Discount Shares); these shares will also be subject to the holding period for the subsequent three years, however, the Participant will lose ownership of these shares if the he/she ceases to be an employee of a UniCredit Group company during the said period, except in the case of termination of service for reasons permitted in the Plan Regulation. For tax purposes, in some countries it is not possible to grant Matching Shares at the end of the Subscription Period: therefore, an "alternative structure” is envisaged that grants Participants the right to receive said Matching Shares at the end of the holding period (“Alternative” structure); (e) Holding Period: during the holding period (from January 2011 to January 2014) Participants may sell the shares purchased at any time, but will lose the Matching Shares. The Plan provides the use of shares procured on the market, so as not to dilute the Issuer's share capital. Plan Participants will transmit their purchase orders to the reference bank - on a monthly basis or in one or more solutions in the months of March, May and/or October 2009 (one-off solution) - for UniCredit ordinary shares. For further information, refer to the information documents of assignment of financial instruments to company officers, employees or associates, in compliance with the prescriptions of Article 114-bis of the TUF as well as Issuers’ Regulations prescriptions, available on the internet site www.unicreditgroup.eu. The information contained therein is included in this Prospectus through reference, in accordance with Article 11 of Directive 2003/71/EC and Article 28 of Regulation 809/2004/EC. - 323 -

(c) “Discount Share”: at the end of the Subscription Period (January 2011), each<br />

Participant will received a free share for every 20 shares subscribed; these<br />

shares will be subject to the holding period for the subsequent three years;<br />

(d) “Matching Share”: furthermore, at the end of the Subscription Period, the<br />

Participant will receive an additional free share for every 5 shares owned<br />

(including both shares subscribed during the Subscription Period and<br />

Discount Shares); these shares will also be subject to the holding period for<br />

the subsequent three years, however, the Participant will lose ownership of<br />

these shares if the he/she ceases to be an employee of a UniCredit Group<br />

company during the said period, except in the case of termination of service<br />

for reasons permitted in the Plan Regulation. For tax purposes, in some<br />

countries it is not possible to grant Matching Shares at the end of the<br />

Subscription Period: therefore, an "alternative structure” is envisaged that<br />

grants Participants the right to receive said Matching Shares at the end of the<br />

holding period (“Alternative” structure);<br />

(e) Holding Period: during the holding period (from January 2011 to January<br />

2014) Participants may sell the shares purchased at any time, but will lose the<br />

Matching Shares.<br />

The Plan provides the use of shares procured on the market, so as not to dilute the<br />

Issuer's share capital.<br />

Plan Participants will transmit their purchase orders to the reference bank - on a<br />

monthly basis or in one or more solutions in the months of March, May and/or<br />

October 2009 (one-off solution) - for UniCredit ordinary shares.<br />

For further information, refer to the information documents of assignment of financial<br />

instruments to company officers, employees or associates, in compliance with the<br />

prescriptions of Article 114-bis of the TUF as well as Issuers’ Regulations<br />

prescriptions, available on the internet site www.unicreditgroup.eu.<br />

The information contained therein is included in this <strong>Prospectus</strong> through reference, in<br />

accordance with Article 11 of Directive 2003/71/EC and Article 28 of Regulation<br />

809/2004/EC.<br />

- 323 -

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