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Monday, 4 December 2006
+++ DOCUMENT FOR THE PROVISION OF INFORMATION UNDER L.3401/2005 REGARDING THE ANNUAL IMPLEMENTATION OF INTRACOM HOLDINGS STOCK OPTION PLAN (article 4, par.1.e) +++
INTRACOM HOLDINGS, in the framework of the annual implementation of a share offer Programme 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 (1.12.2006 - 15.12.2006), in full or partially, via a certain Bank network.
2. This year the offer is addressed to 24 members of staff and concerns 110.000 new Common Registered Company shares with voting rights.
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 (1.12.2006-15.12.2006), 286 persons entitled to previous Stock Option Plans (18 of whom participate in more than one Plan) may exercise their rights (granted, but not exercised so far) in full, or partially, especially rights initially set to be exercised on December of 2002, 2003, 2004 and 2005. These rights represent in total 775.200 Common Registered INTRACOM HOLDINGS shares with voting rights.
More specifically, from the previous Stock Option Plans in question, there are 220.124 granted rights at € 2,61 each and 555.076 granted rights at € 2,93 each, pending to be exercised.
5. The fully paid share capital of INTRACOM HOLDINGS amounts today to € 279.392.660,13 divided in 132.413.583 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 with an increase in share capital to be realised in December 2006, without amendment of the Company's Articles of Association and without a pre-emptive 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 CURRENT 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 INTRACOM HOLDINGS 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.
- 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 offered 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, Executive Director (19 klm. Markopoulo Avenue, 190 02, Peania, Attiki, tel.: 210 667 4000).
Interested parties may obtain the information circular from the Company offices in Peania (19 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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