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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/02/23 Stevanato Group S.p.A. 20-F 12/31/22 202:54M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 12.91M
Non-Canadian Issuer
4: EX-4 Ex-4.10 HTML 186K
2: EX-4 Ex-4.8 HTML 249K
3: EX-4 Ex-4.9 HTML 230K
7: EX-13 Ex-13.1 HTML 56K
8: EX-13 Ex-13.2 HTML 56K
5: EX-12 Ex-12.1 HTML 62K
6: EX-12 Ex-12.2 HTML 62K
14: R1 Cover Page HTML 124K
15: R2 Consolidated income statement HTML 106K
16: R3 Consolidated statement of comprehensive income HTML 95K
17: R4 Consolidated statement of financial position HTML 150K
18: R5 Consolidated statement of changes in equity HTML 96K
19: R6 Consolidated statement of cash flows HTML 136K
20: R7 Corporate information HTML 58K
21: R8 Significant accounting Policies HTML 338K
22: R9 Changes in Accounting Policies and Disclosures HTML 85K
23: R10 Scope of consolidation HTML 197K
24: R11 Segment Information HTML 521K
25: R12 Revenue from Contract with Customers HTML 403K
26: R13 Cost of Sales HTML 109K
27: R14 Other Operating Income HTML 70K
28: R15 Expenses HTML 116K
29: R16 Other Information by Nature HTML 129K
30: R17 Finance Income HTML 114K
31: R18 Finance Expense HTML 111K
32: R19 Employee Benefits Expense HTML 214K
33: R20 Income Tax HTML 387K
34: R21 Earnings per Share HTML 112K
35: R22 Goodwill HTML 102K
36: R23 Intangible Assets HTML 391K
37: R24 Property, Plant and Equipment HTML 378K
38: R25 Financial assets - investments FVTPL HTML 58K
39: R26 Financial assets HTML 186K
40: R27 Inventories HTML 110K
41: R28 Trade receivables and contract assets HTML 147K
42: R29 Tax Receivables and Tax Payables HTML 73K
43: R30 Other Receivables HTML 82K
44: R31 Cash and Cash Equivalents HTML 59K
45: R32 Equity HTML 82K
46: R33 Dividends HTML 58K
47: R34 Financial liabilities HTML 301K
48: R35 Fair Value Measurement HTML 236K
49: R36 Employee benefits HTML 530K
50: R37 Provisions HTML 233K
51: R38 Other non-current liabilities HTML 58K
52: R39 Trade Payables and Other Current Liabilities HTML 100K
53: R40 Contract Liabilities and Advances from Customers HTML 90K
54: R41 Leases HTML 361K
55: R42 Subsidiaries With Material Non-controlling HTML 483K
Interest
56: R43 Related Party Disclosures HTML 756K
57: R44 Commitments and Contingencies HTML 85K
58: R45 Qualitative and quantitative information of HTML 888K
financial risks
59: R46 Covid-19 Pandemic HTML 58K
60: R47 Impact of war in Ukraine HTML 60K
61: R48 Global Macroeconomic Scenario HTML 60K
62: R49 Events after the reporting period HTML 67K
63: R50 Significant accounting policies (Policies) HTML 387K
64: R51 Changes in Accounting Policies and Disclosures HTML 85K
(Policies)
65: R52 Significant Accounting Policies (Tables) HTML 175K
66: R53 Scope of Consolidation (Tables) HTML 193K
67: R54 Segment Information (Tables) HTML 489K
68: R55 Revenue from Contract with Customers (Tables) HTML 369K
69: R56 Cost of Sales (Tables) HTML 101K
70: R57 Expenses (Tables) HTML 85K
71: R58 Other Information by Nature (Tables) HTML 130K
72: R59 Finance Income (Tables) HTML 111K
73: R60 Finance Expense (Tables) HTML 106K
74: R61 Employee Benefits Expense (Tables) HTML 206K
75: R62 Income Tax (Tables) HTML 380K
76: R63 Earnings per Share (Tables) HTML 109K
77: R64 Goodwill (Tables) HTML 78K
78: R65 Intangible Assets (Tables) HTML 383K
79: R66 Property, Plant and Equipment (Tables) HTML 360K
80: R67 Financial Assets (Tables) HTML 183K
81: R68 Inventories (Tables) HTML 109K
82: R69 Trade receivables and contract assets (Tables) HTML 145K
83: R70 Tax Receivables and Tax Payables (Tables) HTML 71K
84: R71 Other Receivables (Tables) HTML 82K
85: R72 Financial liabilities (Tables) HTML 296K
86: R73 Fair Value Measurement (Tables) HTML 227K
87: R74 Employee benefits (Tables) HTML 503K
88: R75 Provisions (Tables) HTML 229K
89: R76 Trade Payables and Other Current Liabilities HTML 93K
(Tables)
90: R77 Contract Liabilities and Advances from Customers HTML 85K
(Tables)
91: R78 Leases (Tables) HTML 360K
92: R79 Subsidiaries With Material Non-controlling HTML 486K
Interest (Tables)
93: R80 Related Party Disclosures (Tables) HTML 738K
94: R81 Commitments and Contingencies (Tables) HTML 75K
95: R82 Qualitative and Quantitative Information of HTML 858K
Financial Risks (Tables)
96: R83 Corporate Information - Additional Information HTML 54K
(Details)
97: R84 Significant Accounting Policies - Summary of HTML 73K
Principal Foreign Currency Exchange Rates
(Details)
98: R85 Significant Accounting Policies - Additional HTML 75K
Information (Details)
99: R86 Significant Accounting Policies - Summary of HTML 84K
Useful Lives, Estimated by Group for Various
Categories of Property, Plant and Equipment
(Details)
100: R87 Scope of Consolidation - Schedule of List of HTML 120K
Company Directly or Indirectly Controlled
(Details)
101: R88 Segment Information - Additional Information HTML 93K
(Details)
102: R89 Segment Information - Summary of Making Decisions HTML 115K
Regarding the Allocation of Resources and to
Assess Performance (Details)
103: R90 Segment Information - Schedule of Reconciliation HTML 72K
from Segments Operating Profit to Consolidated
Profit Before Tax (Details)
104: R91 Revenue from Contract with Customers - Summary of HTML 101K
Disaggregation of Revenue from Contracts with
Customers (Details)
105: R92 Revenue from Contract with Customers - Additional HTML 119K
Information (Details)
106: R93 Revenue from Contract with Customers - Summary of HTML 63K
Contractual Asset from Contracts with Customer
(Details)
107: R94 Cost of Sales - Summary of Cost of Sales (Details) HTML 67K
108: R95 Cost of Sales - Additional Information (Details) HTML 63K
109: R96 Other Operating Income - Additional Information HTML 74K
(Details)
110: R97 Expenses - Summary of Expenses (Details) HTML 61K
111: R98 Expenses - Additional Information (Details) HTML 99K
112: R99 Other Information by Nature - Summary of Breakdown HTML 66K
of Selling, Research & Development and
Administrative Expenses by Nature (Details)
113: R100 Other Information by Nature - Summary of Breakdown HTML 67K
of Depreciation and Amortization (Details)
114: R101 Finance Income - Summary of Finance Income HTML 70K
(Details)
115: R102 Finance Income - Additional Information (Details) HTML 62K
116: R103 Finance Expense - Summary of Finance Expense HTML 69K
(Details)
117: R104 Finance Expense - Additional Information (Details) HTML 58K
118: R105 Employee Benefits Expense - Summary of Employee HTML 79K
Benefits Expense (Details)
119: R106 Employee Benefits Expense - Additional Information HTML 63K
(Details)
120: R107 Employee Benefits Expense - Summary of Average HTML 61K
Size of Group's Workforce (Details)
121: R108 Income Tax - Summary of Income Tax Expense HTML 65K
(Details)
122: R109 Income Tax - Summary of Deferred Tax Charged to HTML 60K
OCI (Details)
123: R110 Income Tax - Schedule of Reconciliation of HTML 78K
Effective Tax Rate (Details)
124: R111 Income Tax - Schedule of Reconciliation of HTML 56K
Effective Tax Rate (Parenthetical) (Details)
125: R112 Income Tax - Additional Information (Details) HTML 78K
126: R113 Income Tax - Summary of Timing of Tax Losses HTML 74K
Carryforwards (Details)
127: R114 Income Tax - Summary of Deferred Tax Assets and HTML 100K
Deferred Tax Liabilities (Details)
128: R115 Income Tax - Schedule of Reconciliation of Net HTML 64K
Deferred Tax Assets (Details)
129: R116 Earnings per Share - Schedule of Income and Share HTML 65K
Data Used in Basic and Diluted EPS Calculation
(Details)
130: R117 Goodwill - Additional Information (Details) HTML 86K
131: R118 Goodwill - Schedule of Goodwill Allocated by Cash HTML 63K
Generating Unit (Details)
132: R119 Intangible Assets - Summary of Changes in HTML 120K
Intangible Assets (Detail)
133: R120 Intangible Assets - Additional Information HTML 72K
(Details)
134: R121 Property, Plant and Equipment - Summary of Changes HTML 113K
in Items of Property, Plant and Equipment
(Details)
135: R122 Property, Plant and Equipment - Additional HTML 83K
Information (Details)
136: R123 Investments in an Associate - Additional HTML 62K
Information (Details)
137: R124 Financial Assets - Investments FVTPL - Additional HTML 61K
Information (Details)
138: R125 Financial Assets - Composition of Financial Assets HTML 70K
(Details)
139: R126 Financial Assets - Additional Information HTML 54K
(Details)
140: R127 Financial assets - Schedule of Analysis of HTML 79K
Derivative Assets and Liabilities (Details)
141: R128 Inventories - Inventories, Net of Allowance for HTML 65K
Obsolete and Slow-Moving Goods (Details)
142: R129 Inventories - Additional Information (Details) HTML 54K
143: R130 Inventories - Changes in Provision for Slow Moving HTML 58K
and Obsolete Inventories (Details)
144: R131 Trade Receivables and Contract Assets - Summary of HTML 60K
Trade Receivables and Contract Assets (Details)
145: R132 Trade Receivables and Contract Assets - Additional HTML 68K
Information (Details)
146: R133 Trade Receivables and Contract Assets - Summary of HTML 63K
Trade Receivables Breakdown by Geographical Area
(Details)
147: R134 Trade Receivables and Contract Assets - Summary of HTML 62K
Allowances for Expected Credit Losses on Trade
Receivables (Details)
148: R135 Tax Receivables and Tax Payables - Summary of HTML 56K
Breakdown in Account (Details)
149: R136 Other Receivables - Summary of Other Receivables HTML 63K
(Details)
150: R137 Cash and Cash Equivalents - Additional Information HTML 61K
(Details)
151: R138 Equity - Additional Information (Details) HTML 91K
152: R139 Dividends - Additional Information (Details) HTML 58K
153: R140 Financial liabilities - Additional Information HTML 72K
(Details)
154: R141 Financial liabilities - Summary of Balances in HTML 80K
Financial Debt (Details)
155: R142 Financial liabilities - Summary of Maturities and HTML 102K
Average Interest Rates for Liabilities to Banks
and Other Lenders (Details)
156: R143 Fair Value Measurement - Summary of Fair Value HTML 95K
Hierarchy for Financial Assets and Liabilities
that are Measured at Fair Value on Recurring Basis
(Details)
157: R144 Fair Value Measurement - Summary of Debt HTML 59K
Securities (Details)
158: R145 Fair Value Measurement - Additional Information HTML 66K
(Details)
159: R146 Employee Benefits - Summary of Employee Benefits HTML 65K
(Details)
160: R147 Employee benefits - Summary of Group's Liabilities HTML 91K
for Employee Benefits (Details)
161: R148 Employee Benefits - Summary of Principal HTML 68K
Assumptions Used (Details)
162: R149 Employee Benefits - Additional Information HTML 76K
(Details)
163: R150 Employee Benefits - Summary of Quantitative HTML 65K
Sensitivity Analysis (Details)
164: R151 Employee Benefits - Summary of Group's Liabilities HTML 71K
for Long-Term Incentive Plans (Details)
165: R152 Employee Benefits - Summary of Components of Cash HTML 80K
Settled Awards Obligation Expense Recognized
(Details)
166: R153 Employee Benefits - Summary of IAS 19 Components HTML 65K
of Obligation Expense Recognized (Details)
167: R154 Provisions - Summary of Provisions (Details) HTML 86K
168: R155 Provisions - Additional Information (Details) HTML 58K
169: R156 Other Non Current Liabilities - Additional HTML 61K
Information (Details)
170: R157 Trade Payables and Other Current Liabilities - HTML 69K
Summary of Trade Payables and Other Current
Liabilities (Details)
171: R158 Trade Payables and Other Current Liabilities - HTML 62K
Additional Information) (Details)
172: R159 Contract Liabilities and Advances from Customers - HTML 65K
Summary of Contract Liabilities and Advances from
Customers (Details)
173: R160 Contract Liabilities and Advances from Customers - HTML 61K
Additional Information (Details)
174: R161 Leases - Additional Information (Details) HTML 64K
175: R162 Leases - Summary of Movements in Leased Right of HTML 101K
Use Assets (Details)
176: R163 Leases - Summary of Carrying Amounts of Lease HTML 69K
Liabilities (Details)
177: R164 Leases - Summary of Amounts Recognized in Profit HTML 64K
or Loss (Details)
178: R165 Subsidiaries With Material Non-controlling HTML 75K
Interest - Subsidiaries With Material
Non-controlling Interest (Details)
179: R166 Subsidiaries With Material Non-controlling HTML 108K
Interest - Summarized Income Statement (Details)
180: R167 Subsidiaries With Material Non-controlling HTML 77K
Interest - Summarize Financial Position (Details)
181: R168 Related Party Disclosures - Additional Information HTML 70K
(Details)
182: R169 Related Party Disclosures - Summary of HTML 95K
Transactions with Related Parties (Details)
183: R170 Related Party Disclosures - Summary of Loan HTML 66K
From/To Related Parties (Details)
184: R171 Related Party Disclosures - Summary of Fees for HTML 66K
Directors Stevanato Group S.p.A. (Details)
185: R172 Related Party Disclosures - Summary of HTML 68K
Compensation for Members of Senior Management Team
(Details)
186: R173 Commitment and Contingencies - Schedule of HTML 59K
Commitments, Guarantees and Contingent Liabilities
(Details)
187: R174 Commitment and Contingencies - Additional HTML 67K
Information (Details)
188: R175 Qualitative and Quantitative Information of HTML 70K
Financial Risks - Additional Information (Details)
189: R176 Qualitative and Quantitative Information of HTML 99K
Financial Risks - Summary of Contracts Holding
(Details)
190: R177 Qualitative and Quantitative Information of HTML 107K
Financial Risks - Financial Liabilities
Composition and Impact of Hedging Instrument on
Statement of Financial Position (Details)
191: R178 Qualitative and Quantitative Information of HTML 74K
Financial Risks - Impact of Hedging on Equity in
Cash Flow Hedge Reserve (Details)
192: R179 Qualitative and Quantitative Information of HTML 63K
Financial Risks - Schedule of Interest Rate
Sensitivity (Details)
193: R180 Qualitative and Quantitative Information of HTML 91K
Financial Risks - Schedule of Exchange Rate
Sensitivity (Details)
194: R181 Qualitative and Quantitative Information of HTML 103K
Financial Risks - Schedule of Due Date of
Financial and Other Liabilities (Details)
195: R182 Qualitative and Quantitative Information of HTML 64K
Financial Risks - Schedule of Due Date of
Financial and Other Liabilities (Parenthetical)
(Details)
196: R183 Covid-19 Pandemic - Additional Information HTML 55K
(Details)
197: R184 Events After the Reporting Period - Additional HTML 89K
Information (Details)
200: XML IDEA XML File -- Filing Summary XML 401K
198: XML XBRL Instance -- stvn-20221231_htm XML 16.95M
199: EXCEL IDEA Workbook of Financial Reports XLSX 427K
11: EX-101.CAL XBRL Calculations -- stvn-20221231_cal XML 376K
10: EX-101.DEF XBRL Definitions -- stvn-20221231_def XML 1.82M
9: EX-101.LAB XBRL Labels -- stvn-20221231_lab XML 3.08M
12: EX-101.PRE XBRL Presentations -- stvn-20221231_pre XML 2.51M
13: EX-101.SCH XBRL Schema -- stvn-20221231 XSD 659K
201: JSON XBRL Instance as JSON Data -- MetaLinks 769± 1.28M
202: ZIP XBRL Zipped Folder -- 0000950170-23-005846-xbrl Zip 2.25M
| EX-4 |
Exhibit 4.8
- Courtesy translation -
RESTRICTED STOCK GRANT PLAN STEVANATO GROUP S.P.A. 2021-2022
NEW REGULATION
Premises:
1
All this being said, the Restricted Stock Grant Plan Stevanato Group S.p.A. 2021—2022 shall be governed by this New Regulation.
For the purposes of this New Regulation the terms indicated below shall have the meaning ascribed to them in this article 1:
2
3
4
5
6
2.1 In accordance with the provisions of the resolution taken by the SG’s Shareholders’ meeting on 4th March 2021 and of the Regulation, SG in relation to the First Vesting Period made the free of charge transfer to the Initial Beneficiaries of the property of a certain number of Shares, subject to certain constraints that, in accordance with the resolution taken by the SG’s administrative body on 11th April 2022, are governed by the provisions contained in art. 6, 9 and 10 of New Regulation.
2.2 In accordance with the provisions of the resolution taken by the SG’s administrative body on 11th April 2022 and of the New Regulation, upon the fulfillment of all the conditions set by the New Regulation SG, in relation to the First Vesting Period, will make the free of charge transfer to the New Beneficiaries of Shares of the property of a certain number of Shares and will make the free of charge transfer to the Initial Beneficiaries of the property of a certain number of Shares Additionally Assigned. Such transfers of property will be made only if the New Beneficiaries of Shares and the Inital Beneficiaries have previoulsy signed, respectively, the Agreement 2 and Agreement provided for in Article 10 of the New Regulation. The Shares and Shares Additionally Assigned will be subject to:
2.3 The number of the Shares and of Shares Additionally Assigned whose property will be transferred free of charge if the relevant conditions have been met is that indicated, respectively, in the Grant Letter and the Additional Grant Letter sent in accordance with the terms provided by art. 14 of the New Regulation.
2.4 If at the end of the First Vesting Period the Cumulative Final Ebitda will be at least 1% (onepercent) greater than the Biennial Ebitda Target related to such Vesting Period, SG will make the free of charge transfer to the Initial Beneficiaries of the property of a certain number of Shares Additionally Assigned. The number of Shares Additionally Assigned (SAA) shall be determined according to the following formula:
SAA = SA x (n*i)
7
Where ‘SA’ is the number of the Shares whose property has been transferred free of charge during the First Vesting Period to each of the Initial Beneficaries, ‘i’ is the increasing percentage of the Cumulative Final Ebitda compared with the Biennial Ebitda Target and ‘n’ i the number determined by the SG’s administrative body and communicated to each of the Initial Beneficiaries with the Grant Letter already sent them in 2021.
2.5 The SSA will be subject to the Prohibition to Sell pursuant to the art. 9.3 and 9.4 of the New Regulation.
2.6 In accordance with the provisions of the resolution taken by the SG’s administrative body on 11th April 2022 and of the New Regulation, upon the fulfillment of all the conditions set by the New Regulation SG, in relation to the First Vesting Period, will assign to the New Beneficiaries of Money the right to receive, after the end of the Lock-Up Period, the payment of a certain amount of money indicated in the Money Grant Letter. Such payment will be made only if the New Beneficiaries of Money have previoulsy signed the Agreement 3 provided for in Article 10 of the New Regulation, and will in any case be subject to the Commitment to Reimburse governed by Article 10 of the New Regulation.
4. PLAN IMPLEMENTATION – INITIAL BENEFICIARIES
8
4.1 The Initial Beneficiaries will not have any right with respect to the Stock Grant Plan 21-22 unless starting from the date of receipt of, and within the limits provided for by, the Grant Letter already sent them and of the Additional Grant Letter that will be sent them.
4.2 The Grant Letter was already sent to the Initial Beneficiaries during the First Vesting Period. The Additional Grant Letter will be sent to the Initial Beneficiaries after the end of the First Vesting Period if the conditions provided for the Additional Free of Charge Assignment are met.
.3 The Grant Letter already sent included the indication of:
4.4 The Additional Grant Letter will include the indication of:
4.5 The transfer free of charge to each of the Initial Beneficiaries of the property of the Shares Additionally Assigned related to the First Vesting Period will be carried out only after the signature of the Agreement set forth by art. 10.1 of this Regulation by the Initial Beneficiaries. Failure by the Initial Beneficiary to enter into such Agreement
9
shall, with retroactive effect, result in the cancellation of the assignment of the Shares Additionally Assigned communicated with the Additional Grant Letter.
5. PLAN IMPLEMENTATION – NEW BENEFICIARIES
5.1 The New Beneficiaries will not have any right with respect to the Stock Grant Plan 21-22 unless starting from the date of receipt of, and within the limits provided for by, the Letter of Attribution of Rights that will be sent them.
5.2 During the First Vesting Period SG will send each New Beneficiary of Shares the Letter of Attribution of Rights containing the attribution of the right to obtain, after the end of the First Vesting Period, the transfer free of charge of the property of a certain number of Shares, a right whose effectiveness is suspensively conditional upon the carrying out of the assessments referred to in Article 15 of the New Regulation by the SG’s administrative body and, once this suspensive condition has been positively verified, resolutively conditional upon the subscription by the New Beneficiary of Shares, before the transfer of property of the Shares to the same, of the Agreement 2 governed by article 10.5 of the New Regulation.
5.3 The Letter of Attribution of Rights sent to each of the New Beneficiaries of Shares, to which a copy of the New Regulation will be attached, will contain the indication of:
a) the Rights attributed and of the conditions, suspensive and resolutive, to which the effectiveness of these Rights is conditioned. In particular, the Letter of Attribution of Rights will contain an indication of the number of Shares whose ownership will be transferred free of charge to the New Beneficiaries of the Shares depending on whether the Performance Objectives have been partially or totally achieved, or exceeded;
b) the SGP Business Plan and the Performance Objectives;
c) the Events indicated in Article 15 of the New Regulation;
d) the faculty given to the New Beneficiaries of Shares to request to SG the grant of an interest-bearing loan, in the form of a loan, in order to obtain the funds to be made available to the Company for the payment of taxes and any contributions due as a result of the transfer free of charge of the property of the Shares in their favor or, alternatively, of the faculty to sell part of the Shares whose property has been transferred free of charge in their favor in order to obtain the aforementioned funding to be made available to the Company for the payment of taxes and any contributions due as a result of the transfer free of charge of the property of the Shares in their favor.
5.4 After the end of the First Vesting Period, only for New Beneficiaries of Shares in respect of whom the circumstances referred to in letters i) and ii) of article 15.1 of the New Regulation have not occurred within the end of such Vesting Period, the SG’s management body will verify the degree of achievement of the Performance Objectives set for such Vesting Period and indicated in the Letter of Attribution of Rights, determining, on the basis of the rules indicated in article 15.2 of the New Regulation, the number of Shares whose property will be transferred free of charge to each of the New Beneficiaries of Shares, by sending them, within 60 days from the approval of the SG financial statements relating to the second financial year included in the First Vesting Period, the Shares Grant Letter.
5.5 The Shares Grant Letter, to which a copy of the Agreement and copy of the Interest-Bearing Loan agreement will be attached, will contain the indication of:
10
5.6 The transfer free of charge of the property of the Shares indicated in the Shares Grant Letter will be carried out in the place, date and time indicated in the Shares Grant Letter only prior signature by the New Beneficiary of Shares of the Agreement 2 regulated by article 10.5 of the New Regulation and of the Interest-bearing Loan agreement, if this latter is requested by the New Beneficiary of Shares. Failure to sign the Agreement 2 by the New Beneficiary of Shares represents a resolutive condition of the effectiveness of the Rights accrued by such New Beneficiary of Shares as a result of checks carried out by the SG’s administrative body pursuant to Articles 5.4 and 15 of the New Regulation.
5.7 After the end of the First Vesting Period, only for New Beneficiaries of Money in respect of whom the circumstances referred to in letters i) and ii) of article 15.1 of the New Regulation have not occurred within the end of such Vesting Period, the SG’s management body will verify the degree of achievement of the Performance Objectives set for such Vesting Period and indicated in the Letter of Attribution of Rights, determining, on the basis of the rules indicated in article 15.3 of the New Regulation, the amount of money that will be paid to each of the New Beneficiaries of Money, by sending them, within 60 days from the approval of the SG financial statements relating to the second financial year included in the First Vesting Period, the Money Grant Letter.
5.8 The Money Grant Letter, to which a copy of the Agreement 3 will be attached, will contain the indication of:
5.9 The payment to each of the New Beneficiaries of Money of the amount of money indicated in article 5.8, letter a), of the New Regulation, net of any withholding tax applicable, will be carried out only prior signature by the New Beneficiary of Money of the Agreement 3 regulated by article 10.8 of the New Regulation. Failure to sign the Agreement 3 by the New Beneficiary of Money represents a resolutive condition of the effectiveness of the Rights accrued by such New Beneficiary of Money as a result of checks carried out by the SG’s administrative body pursuant to Articles 5.4 and 15 of the New Regulation.
6. TRUSTEE MANDATE
11
7. SG’S RIGHTS
7.1 It is expressly understood that what is set forth under the Stock Grant Plan 21-22 and the rights that may be granted to the Beneficiary in accordance to the same, are in no way capable to modify the terms and conditions of the work relationship between the Beneficiaries and the relevant company of the SG Group. In particular, without prejudice to the generality of the foregoing, the company of the SG Group will be fully entitled to terminate the work relationship with the Beneficiaries in accordance with the law and the relevant agreement regulating such work relationship.
8. BENEFICIARIES’ RIGHTS
8.1 The Initial Beneficiaries will not lose their rights deriving from the New Regulation if, after the sending the Grant Letter and the Additional Grant Letter should extraordinary transactions, special events or circumstances occur, such as to entail the application of art. 3.4 of the Regulation.
12
8.2 The New Beneficiaries will not lose their rights deriving from the New Regulation if, after the sending of the Letter of Attribution of Rights, of the Shares Grant Letter and the Money Grant Letter should extraordinary transactions, special events or circumstances occur, such as to entail the application of art. 3.4 of the Regulation.
9. PROHIBITION TO SELL
9.1 Without prejudice to the following article 9.2 of the New Regulation, the Shares whose property was transferred free of charge to each of the Initial Beneficiaries during the First Vesting Period, may not be transferred, by the Initial Beneficiaries, or by the heirs in case of death of the Beneficiaries, to any third party other than SG until the end of the Lock-Up Period following such Vesting Period, and in any case until the time of transfer to SG of the Shares as a result of the Call Option 1 timely exercised by SG pursuant to the New Regulation. Until the end of the Lock-Up Period as determined above, the Initial Beneficiaries shall maintain the Shares free from any possible option and pre-emption right or any other restriction or limitation, either contractual and/or non-contractual including, but not limited to, absence of any encumbrance such as pledge, or other interests as warranty (“interessi in garanzia”) due or granted to third parties, or foreclosure, preventive seizure or other type of charge of any other nature, except for those arising from the by-laws of SG and/or by the New Regulation and/or by explicit and particular authorisations decided by the SG’s administrative body (for example the Insider Trading Policy).
9.2 The SG’s administrative body with regard to the Shares may decide to reduce totally or partially the Lock-Up Period or to not apply any Lock-Up Period in relation to any of the New Beneficiaries in case this should be needed on the basis of specific circumstances – to be evaluated at the discretion of the SG’s administrative body – in order to preserve the incentive purpose of the Stock Grant Plan.
9.3 Without prejudice to the following article 9.4 of the New Regulation, the Shares Additionally Assigned whose property will be transferred free of charge to each of the Initial Beneficiaries in relation to the First Vesting Period, may not be transferred, by the Initial Beneficiaries, or by the heirs in case of death of the Beneficiaries, to any third party other than SG until the end of the Lock-Up Period following such Vesting Period. Until the end of the Lock-Up Period as determined above, the Initial Beneficiaries shall maintain the Shares Additionally Assigned free from any possible option and pre-emption right or any other restriction or limitation, either contractual and/or non-contractual including, but not limited to, absence of any encumbrance such as pledge, or other interests as warranty (“interessi in garanzia”) due or granted to third parties, or foreclosure, preventive seizure or other type of charge of any other nature, except for those arising from the by-laws of SG and/or by the New Regulation and/or by explicit and particular authorisations decided by the SG’s administrative body (for example the Insider Trading Policy).
9.4 The SG’s administrative body with regard to the Shares Additionally Assigned may decide to reduce totally or partially the Lock-Up Period or to not apply any Lock-Up Period in relation to any of the New Beneficiaries in case this should be needed on the basis of specific circumstances – to be evaluated at the discretion of the SG’s administrative body – in order to preserve the incentive purpose of the Stock Grant Plan.
9.5 The Restrictions related to the Shares and to the Shares Additionally Assigned in accordance with art. 9.1 and 9.3 of the New Regulation will be included in the Agreement provided for by article 10 of the New Regulation.
9.6 Without prejudice to the following article 9.7 of the New Regulation, the Shares whose property will be transferred free of charge to each of the New Beneficiaries of Shares in relation to the First Vesting Period, may not be transferred, by the New Beneficiaries Shares, or by the heirs in case of death of the New Beneficiaries of Shares, to any third party other than SG until the end of the Lock-Up Period following such Vesting Period. Until the end of the Lock-Up Period as determined above, the Initial Beneficiaries of Shares shall maintain the Shares free from any possible option and pre-emption right or any other restriction or limitation, either contractual and/or non-contractual including, but not limited to, absence of any encumbrance such as pledge, or other interests as warranty (“interessi in garanzia”) due or granted to third parties, or foreclosure, preventive seizure
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or other type of charge of any other nature, except for those arising from the by-laws of SG and/or by the New Regulation and/or by explicit and particular authorisations decided by the SG’s administrative body (for example the Insider Trading Policy).
9.7 The SG’s administrative body with regard to the Shares may decide to reduce totally or partially the Lock-Up Period or to not apply any Lock-Up Period in relation to any of the New Beneficiaries of Shares in case this should be needed on the basis of specific circumstances – to be evaluated at the discretion of the SG’s administrative body – in order to preserve the incentive purpose of the Stock Grant Plan.
10. SELLING COMMITTMENT - Commitment to Reimburse
10.1 By signing the Agreement with SG, each of the Initial Beneficiaries undertakes unconditionally and irrevocably to sell to SG, at the sale price as determined under the article 11 of the New Regulation (hereinafter the “Sale Price”), the total number of Shares or a portion of Shares that SG transferred free of charge to him/her in relation to the First Vesting Period if SG expresses in writing the will to exercise the Call Option 1, granted to SG through the signing of the above mentioned Agreement, the exercise of which depends, with a suspensive effect, if at least one of the following circumstances occurs:
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10.2 The Call Option 1 will be exercised by SG by sending to the Initial Beneficiary, or to his/her heirs in case of death of the Initial Beneficiary, to the address and in the manner specified at the art. 14, a written communication containing the will to exercise the Call Option 1 and the indication of the conditions for applying the Call Option 1, the number of Shares object of the Call Option 1, the Sale Price and as well as the indication of the date when and the place where all the relevant formalities related to the transfer of the ownership of the above mentioned Shares will be performed (hereinafter the “Written Request 1”). The Call Option 1 is validly exercised if the Written Request 1 is received by the Initial Beneficiary, or by his/her heirs in case of death of the Initial Beneficiary within the end of the Lock-Up Period subsequent to the First Vesting Period.
10.3 By signing of the Agreement provided by article 10 of the New Regulation, each Initial Beneficiary undertakes unconditionally and irrevocably to sell to SG, at the Sale Price as determined under the article 11 of this Regulation, the total number or a portion of the Shares and/or the total number or a portion of the Shares Additionally Assigned, including all the related rights, the property of which was and/or will be transferred free of charge by SG in relation to the First Vesting Period, if SG expresses in writing the will to buy those Shares and/or Shares Additionally Assigned through the exercise the Call Option 2, granted to SG through the signing of the above mentioned Agreement, the exercise of which depends, with a suspensive effect, if at least one of events provided by articles 13.1 and 13.2 of the New Regulation occurs.
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10.5 By signing of the Agreement 2 provided for by article 10 of the New Regulation, each New Beneficiary of Shares undertakes unconditionally and irrevocably to sell to SG, at the Sale Price as determined under the article 11 of this Regulation, the total number or a portion of the Shares, including all the related rights, the property of which will be transferred free of charge by SG in relation to the First Vesting Period, if SG expresses in writing the will to buy those Shares through the exercise the Call Option 2, granted to SG through the signing of the above mentioned Agreement 2, the exercise of which depends, with a suspensive effect, if at least one of events provided for by article 13.3 of the New Regulation occurs.
10.7 By signing of the Agreement 3 provided for by article 10 of the New Regulation, each New Beneficiary of Money undertakes unconditionally and irrevocably to reimburse to SG an amount equal to 50% of the entire amount or part of the amount of money paid him/her in relation to the First Vesting Period, if SG expresses in writing the reimbursement request through the exercise of the Call Option 3, granted to SG through the signing of the above mentioned Agreement 3, the exercise of which depends, with a suspensive effect, if at least one of events provided for by article 13.4 of the New Regulation occurs.
11. SALE PRICE FOR THE SALE OF THE SHARES AND OF THE Shares Additionally Assigned
11.1 In all cases in which SG will proceed:
the Sale Price will be calculated applying the following formula:
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Sale price of the Shares Assigned = (V * N * 50%) – D
Sale price of the Shares Additionally Assigned = (V° * N° * 50%) – D°
where
V = Value of the Shares subject to the Call Option 1 and/or to the Shares subject to the Call Option 2 exercise. This value is the same calculated for determining the in-kind income attributed to the Initial Beneficiaries and to the New Beneficiaries of Shares at the time of the transfer free of charge of the property of the Shares made by SG to the Initial Beneficiaries and to the New Beneficiaries of Shares.
V° = Value of the Shares Additionally Assigned subject to the Call Option 2 exercise. This value is the same calculated for determining the in-kind income attributed to the Initial Beneficiaries at the time of the transfer free of charge of the property of the Shares Additionally Assigned made by SG to the Initial Beneficiaries and to the New Beneficiaries of Shares.
N = number of Shares subject to the Call Option 1 and/or to the Shares subject to the Call Option 2 exercise.
N° = number of Shares Additionally Assigned subject to the Call Option 2 exercise.
D = amount of the dividends (net of withholding tax due at the time of the payment by SG), related to the Shares subject to the Call Option 1 and to the Shares subject to the Call Option 2, distributed by SG and received by the Initial Beneficiaries and by the New Beneficiaries of Shares until the exercise date of the Call Option 1 and/or the Call Option 2.
D° = amount of the dividends (net of withholding tax due at the time of the payment by SG), related to the Shares Additionally Assigned subject to the Call Option 2, distributed by SG and received by the Beneficiary until the exercise date of the Call Option 2.
12. TAX WARNINGS
12.1 All the taxes related to the transfer free of charge of the property of the Shares and of the Shares Additionally Assigned made by SG will be borne by the New Beneficiaries of the Shares and / or by the Initial Beneficiaries in favor of whom the property of the Shares and /or the Shares Additionally Assigned has been transferred free of charge by SG in relation to the First Vesting Period.
12.2 The Company, the Initial Beneficiaries and the New Beneficiaries of Shares declare and acknowledge, without any exception or reservation, that each of them assumes the risk of the uncertainty connected with any variation of the value of:
12.3 The Company does not represent nor guarantee, to the Initial Beneficiaries and to the New Beneficiaries, any particular tax treatment of the Shares, and to the Initial Beneficiaries, any particular tax treatment of the Shares Additionally Assigned, whose property was or will be transferred free of charge in relation of the First Vesting Period, or any particular tax treatment of any capital gain they may earn in case of sale of such shares. Except for the sanctions addressed to SG as tax substitute (“sostituto d’imposta”), each Initial Beneficiary and each New Beneficiary of Shares will be exclusively responsible for any fiscal charge applicable to the transfer free of charge of the Shares and of the Shares Additionally Assigned made by SH for their benefit during the validity
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of the Regulation and of the New Regulation, as well as of the operations put in place them at the time in which they will be entitled to freely dispose of the Shares and of the Shares Additionally Assigned.
13. claw back CLAUSE
13.1 If within 2 years from the end of the Lock-Up Period, it appears that the degree of achievement of the Performance Objectives set for the Initial Beneficiaries for the First Vesting Period has been calculated on the basis of data that have subsequently been found to be incorrect due to unlawful conduct, malicious or negligent (gross negligence) behavior committed by one or more Beneficiaries, and the differences between the data used and the data rectified are such as to have caused the failure by SG to exercise Call Option 1, the Company will have the right to request from the Initial Beneficiaries the restitution, in whole or in part, of the Shares through the exercise of the Call Option 2 at the Sale Price referred to in art. 11. If on the date on which the Written Request 2 is received the Initial Beneficiary will not be anymore the owner of the Shares subject to the Call Option 2, the Initial Beneficiary will comply with the obligation to return to SG the Shares by purchasing on the market a number of shares of SG corresponding to that of the Shares subject to the exercise of Call Option 2 or, alternatively, will pay to SG an amount equal to the consideration derived from the sale of the Shares subject to the Call Option 2, net of any relevant fiscal charge with respect to the achieved capital gain, and deducted the amount equal to the Sale Price (hereinafter the “Debt Amount 1”). SG will be entitled to, fully or partially, set-off the credit equal to the Debt Amount 1 with any amount owed to the Initial Beneficiary.
13.2 If within 2 years from the end of the Lock-Up Period, it appears that the degree of achievement of the Performance Objectives set for the Initial Beneficiaries for the First Vesting Period has been calculated on the basis of data that have subsequently been found to be incorrect due to unlawful conduct, malicious or negligent (gross negligence) behavior committed by one or more Beneficiaries, and the differences between the data used and the data rectified caused the transfer free of charge by SG to the Initial Beneficiaries of a number of Shares Additionally Assigned exceeding the number the ones effectively due in accordance with the adjusted data, the Company will have the right to request from the Initial Beneficiaries the restitution, in whole or in part, of the Shares Additionally Assigned through the exercise of Call Option 2 at the Sale Price referred to in art. 11 of the New Regulation. If on the date on which the Written Request 2 is received the New Beneficiary will not be anymore the owner of the Shares Additionally Assigned subject to the Call Option 2, the Initial Beneficiary will comply with the obligation to return to SG the Shares Additionally Assigned by purchasing on the market a number of shares of SG corresponding to that of the Shares Additionally Assigned subject to the exercise of Call Option 2 or, alternatively, will pay to SG an amount equal to the consideration derived from the sale of the Shares Additionally Assigned subject to the exercise of the Call Option 2, net of any relevant fiscal charge with respect to the achieved capital gain, and deducted the amount equal to the Sale Price (hereinafter the “Debt Amount 2”). SG will be entitled to, fully or partially, set-off the credit equal to the Debt Amount 2 with any amount owed to the Initial Beneficiary.
13.3 If within 2 years from the end of the Lock-Up Period, it appears that the degree of achievement of the Performance Objectives set for the New Beneficiaries of Shares for the First Vesting Period has been calculated on the basis of data that have subsequently been found to be incorrect due to unlawful conduct, malicious or negligent (gross negligence) behavior committed by one or more Beneficiaries, and the differences between the data used and the data rectified caused the transfer free of charge by SG to the New Beneficiaries of Shares of a number of Shares exceeding the number the ones effectively due in accordance with the adjusted data, the Company will have the right to request from the New Beneficiaries of Shares the restitution, in whole or in part, of the Shares through the exercise of Call Option 2 at the Sale Price referred to in art. 11 of the New Regulation. If on the date on which the Written Request 2 is received the New Beneficiary of Shares will not be anymore the owner of the Shares subject to the Call Option 2, the New Beneficiary of Shares will comply with the obligation to return to SG the Shares by purchasing on the market a number of shares of SG corresponding to that of the Shares subject to the exercise of Call Option 2 or, alternatively, will pay to SG an amount equal to the consideration derived from the sale of the Shares subject to the exercise of the Call Option 2, net of any relevant
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fiscal charge with respect to the achieved capital gain, and deducted the amount equal to the Sale Price (hereinafter the “Debt Amount 3”). SG will be entitled to, fully or partially, set-off the credit equal to the Debt Amount 3 with any amount owed to the New Beneficiary of Shares.
13.4 If within 2 years from the end of the Lock-Up Period, it appears that the degree of achievement of the Performance Objectives set for the New Beneficiaries of Money for the First Vesting Period has been calculated on the basis of data that have subsequently been found to be incorrect due to unlawful conduct, malicious or negligent (gross negligence) behavior committed by one or more Beneficiaries, and the differences between the data used and the rectified data are such as to have caused the payment to the New Beneficiaries of Money of a sum of money higher than that actually due on the basis of the rectified data, the Company will have the right to request the New Beneficiaries of Money the refund of 50% of all or part of the sum of money paid to them through the exercise of the Call Option 3. If the New Money Beneficiary does not fulfill the request for reimbursement within the established deadline, SG will be entitled to fully or partially set off the credit owed to the New Beneficiaries of Money with any amount due to the same New Beneficiaries of Money.
14. NOTICES
14.2 The notices will be regarded as received upon the date indicated in the return receipt or, if sent by telefax (after the receipt of the certified letter) on the second Business Day following the day of sending the telefax as resulting from the confirmation’s message.
15. EVENTS TO WHICH THE EFFECTIVENESS OF THE RIGHTS AWARDED TO NEW BENEFICIARIES IS CONDITIONED
15.1 The effectiveness of the Rights attributed to each of the New Beneficiaries through the sending of the Letter of Attribution of the Rights is conditional upon the verification by the SG’s administrative body that, by the end of the First Vesting Period, in respect of each of the New Beneficiaries: (i) the employment relationship of indefinite duration with a company of SG group has not terminated for death, resignation, lawful dismissal or for a justified subjective reason, or the self-employment in favour of a company of SG group has not terminated (ii) the notice period for the resignations, lawful dismissal or for a justified subjective reason or termination of the self-emplyed relationship is not running, unless after the above-said period and without interruptions, the establishment of a new work relationship, at any title, or the renewal of the former one, with SG or with companies of SG Group has occurred. For the purposes of evaluating the occurrence of the above-mentioned circumstances the following rules apply:
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15.2 The effectiveness of the Rights attributed to each of the New Beneficiaries of Shares through the sending of the Letter of Attribution of the Rights is also conditional upon the verification by the SG’s administrative body of the degree of achievement of the Performance Objectives provided for the New Beneficiaries of Shares in relation to the First Vesting Period. On the basis of this assessment, - conducted on the data emerging from the consolidated financial statements for the year ended 31 December 2022, submitted to the Shareholders' Meeting of SG on the occasion of the approval of the financial statements -, the number of Shares indicated in the Letter of Attribution of Rights will be reduced in the Shares Grant Letter:
15.3 The effectiveness of the Rights attributed to each of the New Beneficiaries of Money through the sending of the Letter of Attribution of the Rights is also conditional upon the verification by the SG’s administrative body of the degree of achievement of the Performance Objectives provided for the New Beneficiaries of Money in relation to the First Vesting Period. On the basis of this assessment, - conducted on the data emerging from the consolidated financial statements for the year ended 31 December 2022, submitted to the Shareholders' Meeting of SG on the occasion of the approval of the financial statements -, the amount of money indicated in the Letter of Attribution of Rights will be reduced in the Money Grant Letter:
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15.4 If by the application of the percentages indicated in article 15.2 of the New Regulation the number of the Shares were not expressed in units, the number of Shares will be rounded up to units, if the decimals are equal or exceeds fifty cents, or down to units, if the decimals are lower than fifty cents.
16. APPLICABLE LAW AND JURISDICTION
16.1 The New Regulation is subject to and shall be assessed according with Italian law.
16.2 Any dispute arising in connection with the Stock Grant Plan 21-22, whether for its interpretation or for its execution, validity or termination, shall be submitted to the judgment of a sole arbitrator appointed by the President of the Tribunal of the district in which the SG has its registered office within 30 days of the written request of the most diligent party. The seat of arbitration shall be established, by the appointed arbitrator within the Province in which the Company has its registered office. The arbitrate shall be considered ritual (arbitrato rituale) and the arbitrator will decide according to law, with the application, therefore, of art. 806 et seq. of the Italian Code of Civil Procedure. The arbitrator shall pronounce the arbitration award within one hundred and eighty days from the acceptance of the appointment.
15.4 The SG’s administrative body may modify the New Regulation in accordance with the necessary adjustment to the applicable laws and regulations, maintaining the spirit and the purposes for which this Plan was concived.
Annexes:
A – Quinquennial SG Strategic Business Plan.
B –Ebitda Definition.
Piombino Dese, 11 aprile 2022
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/2/23 | 6-K | ||
| For Period end: | 12/31/22 | |||
| 3/4/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Stevanato Group S.p.A. 20-F 12/31/23 210:58M Donnelley … Solutions/FA 9/07/23 Stevanato Group S.p.A. S-8 9/07/23 4:204K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/08/22 Stevanato Group S.p.A. 20-F 12/31/21 7:10M Donnelley … Solutions/FA 7/07/21 Stevanato Group S.p.A. F-1/A 5:5.7M Donnelley … Solutions/FA 6/21/21 Stevanato Group S.p.A. F-1 15:8.1M Donnelley … Solutions/FA |