Bologna, March 20, 2025 - Datalogic S.p.A. (Borsa Italiana S.p.A.: DAL), a company listed in the Euronext STAR Milan Segment of the Italian Stock Exchange organised and managed by Borsa Italiana S.p.A. and global leader in the automatic data capture and industrial automation segments (“Datalogic” or the “Company”), announces that its Board of Directors has approved on the date hereof the general guidelines of an incentive plan for the executive chairman, the chief executive officer, executives with strategic responsibility and executives and employees of the Company and its subsidiaries controlled pursuant to Article 93 of Legislative Decree 58/1998 ( “Subsidiaries”), called “2025 – 2027 Datalogic S.p.A. Share Plan” (the “Plan”), upon the proposal of the Company’s Control, Risks, Compensation, Appointments and Sustainability Committee and with the favorable opinion of the Company’s Board of Statutory Auditors. The Plan is to be approved by the shareholders meeting of 6 May 2025.
In particular, pursuant to Article 84-bis, paragraph 3 of the regulation adopted by Consob through resolution no. 11971 of May 14, 1999, as amended (the “Issuers’ Regulation”), we submit the following information.
Scope of the plan
In line with the best market practices adopted by listed companies at national and international level, the Company believes that share-based incentive plans are an effective incentive and loyalty-building tool for management and employees, which, at the same time, contribute to the creation of shareholder value in the medium-long term.
The adoption of share-based incentive plans is in line with the recommendations set out under n. 28 of the Corporate Governance Code which recognises that such plans as a suitable tool for aligning the interests of executive directors and key management personnel of listed companies with those of shareholders over the long term.
The main purpose of the Plan is therefore to strengthen the Company's attraction and retention levers for key resources for the achievement of the Group's strategic and sustainability objectives in the markets in which it operates.
Moreover, in line with recommendation no. 27 of the Corporate Governance Code in relation to the pursuit of “sustainable success”, the Plan provides for the achievement of performance targets linked also to non-financial parameters.
Beneficiaries
The Plan is reserved to [the executive chairman, the chief executive officer, executives with strategic responsibility and executives and employees of the Company and its Subsidiaries to be identified by the Board of Directors, taking into account the opinion of the Control, Risks, Compensation, Appointments and Sustainability Committee, and on the basis of input received from the chief executive officer with respect to beneficiaries who are not members of the Board of Directors. The Board of Directors may delegate to the Chief Executive Officer the identification of the beneficiaries who are executives or employees.
The names of beneficiaries and other information required by paragraph 1 of Schedule 7 or Annex 3A of the Issuers’ Regulation, shall be provided pursuant to Article 84-bis, paragraph 5, letter a), of the Issuers’ Regulation.
Characteristics of the financial instruments granted under the Plan
The Plan involves the allocation to each beneficiary, free of charge, of one (1) ordinary share of Datalogic (the “Shares”), for each right granted upon achievement of specific performance targets, and upon maintenance of the administration and/or management and/or employment relationship with Datalogic or one of its Subsidiaries until the end of the vesting period. The allocation of Shares on a performance-based or time-based basis will depend on the relationship between the beneficiary and the Company or its Subsidiaries.
The rights will be granted during 2025 or, even later, within the second year of the Plan's implementation, for the executives with strategic responsibility, executives or employees hired or charged with covering key positions after 2025. At the end of a three-year vesting period (following the approval of the financial statements for the year ending on 31 December 2027), the Company will identify the number of rights vested based on the conditions set out in the Plan and the results achieved during the previous three-year period.
The performance targets covered by the performance-based portion of the Plan are based on: (i) “CAGR of Revenues Adjusted 2025-2027”, weighted at 60%, (ii) “Adjusted EBIT Margin 2027”, weighted at 30%, (iii) “KPI ESG Net Promoter Score 2027”, weighted at 10%.
The maximum number of Datalogic shares to be assigned under the Plan is 1,500,000 (one million five hundred thousand). The shares to be assigned will have regular entitlement.
The Plan provides for the adoption of "claw back" mechanisms.
The Plan will be serviced by shares currently in the Company's portfolio (or subsequently purchased), or shares deriving from any capital increase pursuant to Article 2349 of the Italian Civil Code to be approved by the Shareholders’ Meeting.
***
For more information, please refer to the Board of Directors’ illustrative reports and the information document relating to the Plan which will be made available to the public in accordance with the law and the procedures set out in Articles 114-bis and 125-ter, paragraph 1, of Legislative Decree 58/1998 and subsequent amendments and 84-bis and 84-ter or the Issuers’ Regulation.
