12. Capital issued and reserves attributable to owners of the parent

Details are as follows:

€ million 12.31.2015 12.31.2014 Change
Share capital 246.2 246.2 0.0
Reserves 10,063.4 8,092.9 1,970.5
Treasury stock (171.2) (344.1) 172.9
Total 10,138.4 7,995.0 2,143.4

Details of changes during the year are as follows:

€ million    
Balance at December 31, 2014 7,995.0  
Fair value adjustments to investments and other financial assets:    
 - PartnerRe 53.4  
 - Allied World Assurance Company Holdings 23.0  
 - Banijay Group 19.1  
 - The Economist Group 18.9  
 - The Black Ant Value Fund 1.2  
 - Other financial assets 52.2  
     
Reclassification of fair value to income statement:    
 - Allied World Assurance Company Holdings (60.4)  
 - The Economist Group (28.9) (a)
 - The Black Ant Value Fund (6.1)  
 - Other financial assets (13.9)  
     
     
Sale of EXOR treasury stock 508.5 (b)
     
Measurement of derivative financial instruments of EXOR and Holdings System companies 50.4  
     
     
Dividends paid by EXOR (77.8)  
     
Attributable other net changes recorded in equity, shown by EXOR, its subsidiaries and the investments consolidated and accounted for using the equity method    
 - Ferrari IPO effect (c) 255.0  
 - Exchange differences on translating foreign operations 312.3  
 - Defined benefits plan remeasurement reserve (net of deferred taxes) 170.6  
 - Cash flow hedge reserve 67.6  
 - Other 53.8  
     
Profit attributable to owners of the parent 744.5  
Net change during the year 2,143.4  
Balance at December 31, 2015 10,138.4  
(a) Release to the income statement of the fair value of the 4.72% stake in The Economist Group following the change in the method of measurement, consistently with the provisions of IAS 39. (b) Net of auxiliary expenses connected with the transaction. (c) Relating to the increase in equity attributable to owners of the parent of FCA owing to the sale on the market of 10% of Ferrari common shares.

EXOR treasury stock

On November 11, 2015 EXOR completed the placement of 12 million treasury shares (4.87% of share capital) through an accelerated book building offering to institutional investors for a total gross amount of €511.2 million.

The placement of the shares, which were acquired by EXOR at an average per share price of €14.41, was closed at a price of €42.60 per share, corresponding to a discount of 4.99% on the closing market price on the transaction date.

Following this transaction EXOR holds 11,883,746 treasury shares equal to approximately 4.83% of share capital. Lastly, in 2016 EXOR will cancel the remaining treasury shares except for those treasury shares necessary to service EXOR’s stock options plans.

 

EXOR stock option plans

The composition and change in the stock option plans are as follows:

 Plan 2008-2019Stock Option Plan 2012-2021Plan 2015-2018
  Stock Option   Company Performance Stock Grant   Stock Grant  
Balance at December 31, 2014 6,112,000   1,377,600 166,666   0  
Options forfeited and awarded (250,000)   (344,400) 1,500 (a) 28,032  
Balance at December 31, 2015 5,862,000 (b) 1,033,200 168,166   28,032  
Cost referring to 2015 (€ million):              
 - personnel costs 0.6   0.3 0.6   -  
 - compensation to the Chairman and Chief Executive Officer 1.2   0.3 -   -  
 - compensation to directors -   - -   0.2  
Total 1.8   0.6 0.6   0.2  
Cost referring to 2014 (€ million):              
 - personnel costs 0.7   0.4 0.6   -  
 - compensation to the Chairman and Chief Executive Officer 1.2   0.4 -   -  
 - compensation to directors -   - -   -  
Total 1.9   0.8 0.6   -  
(a) Of which 4,500 options awarded and 3,000 options forfeited. (b) Corresponding to 1,553,430 shares.

The reduction in the number of “Company Performance” options is the result of not having reached the specific performance targets linked to the change in EXOR’s NAV, which was lower than the change in the MSCI World Index in Euro in 2014.

 

Stock Option Plan 2015-2018

In 2015 the directors of EXOR were awarded 28,032 options to the directors of EXOR under the new Incentive Plan approved by the shareholders’ meeting on May 29, 2015. The purpose of the Incentive Plan is to align the compensation of the directors with the strategic objectives of the company, as an alternative to the cash compensation established by the shareholders’ meeting. The Plan provides for free shares to be awarded for a total maximum number of 70,000 EXOR shares to the directors who decide to join the Plan, subject to the continuation of their appointment as company director up to the vesting date in 2018.

The Plan will be serviced exclusively by treasury stock without the issue of new shares, and, therefore, will have no dilutive effect.

Commercial Register No.64236277 Legal notes | Credits