The Company’s Board of Directors, during the meeting held on 15 May 2014, verified the grounds for attributing to Mr. Pansa, as compensation and indemnity, an amount of EUR 5,450,000, in addition to the severance benefits and any other amount owed to him for the rights accrued for his participation to the 2013 medium-to-long term incentive plans, to be paid in cash, as contained in the Company’s Remuneration Report.
This attribution was determined in line with applicable legal and contractual provisions, and in compliance and consistently with the remuneration policy adopted by Finmeccanica, with the support of the Remuneration Committee (exclusively comprising non-executive and mostly independent Directors) and illustrated in the Remuneration Report – drafted in accordance to Art. 123-ter of the Consolidated Law on Financial Intermediation (TUF) – which was approved by the Board of Directors on 19 March 2014 and submitted to the vote of, and approved by, the Assembly of Shareholders on 15 May 2014.
This attribution shall be increased with an extra EUR 80,000 as compensation for specific rights waived by Dr Pansa with the termination of employment.
The above-listed amounts will be paid within thirty days from the date of the termination of the contract.
No non-competion clause will be applied after the termination of employment and therefore no consideration shall be due under this concept.
No economic benefits will be maintained subsequently to the termination of employment.
Following the waive to the fees as Chief Executive Officer, made at the time by Mr. Pansa, nothing is due to Mr. Pansa for the termination of this office.
In compliance with Consob Regulation n. 17221/2010 on related party transactions, it is hereby specified that the aforesaid decision – in light of the existence of the pre-requisites laid down in Art. 13, Paragraph 3 letter b) of the above Regulation – is exempted from the application of the procedure pursuant to Art. 11.2, letter b) of the Procedure for Related Party Transactions approved by the Board of Directors on 26 November 2010, and subsequently amended on 13 December 2011 and on 18 December 2013.
It is hereby also specified that the transaction at issue does not constitute a related party transaction “of greater relevance”, as laid down in the aforesaid Procedure.