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Monday, 12 December 2005
+++ Document for the provision of information under L.3401/2005
regarding the annual implementation
of INTRACOM'S stock plan (article
4, par.1.e) +++
INTRACOM, in the framework of the annual implementation
of a share offer Programme to its management and personnel in the form
of a Stock Option plan, as the Programme in question was initially decided
upon at the General Meeting of Company shareholders on 28/06/2000, according
to article 13, par. 9 of C.L. 2190/20 and consequently amended at the
shareholders' General Meetings of 18/07/2001 and 12/06/2002, according
to article 4, par.1e of L. 3401/2005, informs the public of the following:
1. In the framework of the annual implementation of the
Stock Option Plan, as the Plan is described below, those entitled to the
stock options are called to exercise their rights during the first fortnight
of December (1.12.2005 - 15.12.2005), in full or partially, via a certain
Bank network.
2. This offer is addressed to 110 persons (members of the
Board of Directors, General Managers, managers, as well as other employees)
and concerns 1.046.600 new Common Registered Company shares with voting
rights, of nominal value € 2,11 each.
3. The right exercise price for this year's Plan has been
set to € 2,93 each.
4. During the same time period mentioned above (1.12.2005
- 15.12.2005), persons entitled to previous Stock Option Plans may exercise
their rights in full, or partially, especially rights initially set to
be exercised on December of 2002, 2003 and 2004. These rights represent
in total 883.411 Common Registered INTRACOM shares with voting rights,
of nominal value € 2,11 each.
More specifically, from the previous Stock Option Plans in question, there
are 349.394 granted rights at
€ 2,61 each and 534.017 granted rights at € 2,93 each, pending
to be exercised.
5. The fully paid share capital of INTRACOM amounts today
to € 276.956.008,92 divided in 131.258.772 Common Registered shares
with voting rights, of nominal value € 2,11 each.
6. Following the timely deposit of the value of exercised
rights by the entitled parties, the Company Board of Directors will proceed
to an increase of share capital to be realised in December 2005, without
amendment of the Company's Articles of Association and without a preemptive
right of the existing, at the time of the share issue, shareholders, as
well as to the certification of the Company's share capital increase,
according to article 13, par.9 of C.L. 2190/20.
Afterwards, the Board of Directors will undertake all lawful actions,
according to the legislation in force, in order for the shares corresponding
to exercised rights to be admitted for trading at the Athens Exchange.
7. The number of new shares, which will ultimately be issued
and whose admission to the Athens Exchange will be requested, depends
on the number of shares for which the relevant right will be exercised
and the corresponding amount being deposited.
BRIEF DESCRIPTION OF THE PLAN
Based on a resolution of the General Meeting of Company
shareholders on 28.06.2000 and the subsequent amending decisions of the
General Meetings held on 18/07/2001 and 12/06/2002, a wide Stock Option
Plan for Company management and personnel was established, setting the
highest number of shares which may ultimately be issued, if all granted
rights are exercised.
- The Company Board of Directors each year grants stock
option rights on Company shares. Entitled
to these rights are members of the Board of Directors, management and
other Company executives irrespective of employment time, as well as
other employees, who have completed at least five years
of service in the Company.
- The exact number of stock option rights for each entitled
party is determined by a decision of the Company Board of Directors,
according to the party's position, productivity and general presence
in
the Company (experience, pay, know-how, anticipated progress, replacement
difficulty, key person status, etc.).
- Vest period: The rights are to be exercised in the
first fortnight of December, with the submission of
a written statement by the entitled party to the Company and the simultaneous
deposit of the
exercised rights’ value.
The rights may be exercised in full or partially, within a period of
five years from the initially set date, however always within the first
fortnight of December of each year. If the aforementioned period of
time passes dies non the rights lapse. Partial exercise of rights is
not prohibited.
- Strike price: The strike price of each right is determined
as follows:
If the average closing price of the share in November:
- is greater than € 29,35 the strike price amounts to €
14,67
- is less than € 29,35, the strike price is decreased by €
14,67. Minimum strike price is € 2,93.
The strike price as determined above, is deposited in full during the
exercise of the stock option rights.
- The stock option rights and the special agreement entered
into by the entitled parties' acceptance
is not part of the employment contract between the Company and the entitled
party, nor is it a "salary", hence it cannot be taken into
account as severance pay or retirement.
Responsible for the drafting of this information document
and the accuracy of its contents is Mr. D. Klonis, Vice Chairman and Corporate
Centre Executive Director (19,5 klm. Markopoulo Avenue, 190 02, Peania,
Attiki, tel.: 210 667 9000).
Interested parties may obtain the information circular from
the Company offices in Peania (19,5 klm. Markopoulo Avenue - 190 02 Peania,
Attiki) and in electronic form from the Company's website (www.intracom.gr).
For further information, please contact the Shareholders
Service at the Company offices, during working days and hours (tel.: 210
667 1731).
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