COSMOTE - ΚΙΝΗΤΕΣ ΤΗΛΕΠΙΚΟΙΝΩΝΙΕΣ Α.Ε.
Annual Implementation of COSMOTE's Stock Option Plan
COSMOTE - MOBILE TELECOMMUNICATIONS S.A. (COSMOTE or the Company), in the framework of the annual implementation of the approved by the General Meeting of COSMOTE?s shareholders Stock Option Plan (the Plan), as in force, informs the public as follows:
1. From the Stock Option Rights that have been granted to COSMOTE Group executives in the years 2004, 2005 and 2006, 1,178,570 Rights have vested and may be exercised during December 2007 (of which 1,165,070 Stock Option Rights vested this year while 13,500 had vested in 2006), for the acquisition of equivalent new common ordinary shares of COSMOTE of a nominal value of 0.47 Euro each.
2. The aforementioned 1,178,570 vested Stock Option Rights concern in total 302 COSMOTE Group executives (including 26 executives working at the Company?s subsidiaries abroad to whom correspond 76,360 vested Rights), who if they wish to exercise their above mentioned Rights are requested, within 11-15 of December, to submit to the Company?s Board of Directors a relevant statement in writing.
3. These new shares will result from an increase of the Company?s share capital, which will take place in December 2007, without amendment of its Articles of Association and without a preemptive right of the existing, at the time of the issue of the new shares, shareholders according to the article 13 of C.L. 2190/1920.
4. According to the Plan the new shares? issue price is as follows:
- 13.46 Euro per share for 754,700 shares,
- 15.07 Euro per share for 141,280 shares (of which 7,370 concern executives working at the Company?s subsidiaries abroad)
- 15.95 Euro per share for 128,650 shares (of which 66,000 concern executives working at the Company?s subsidiaries abroad)
- 16.01 Euro per share for 103,290 shares, and
- 18.84 Euro per share for 50,650 shares (of which 2,990 concern executives working at the Company?s subsidiaries abroad)
5. Following the submission of the above mentioned written statement by the entitled executives, COSMOTE?s Board of Directors, during the period of the 20th to 31st December 2007, shall act as follows:
- Ιt shall ascertain (a) if the entitled executive was still efficiently working for COSMOTE or COSMOTE?s subsidiary abroad at the time the Stock Option Rights became Definite and (b) if the executive has submitted the statement in time. In case any of these terms is not fulfilled, COSMOTE?s Board of Directors shall inform about this fact the executive in writing justifying its decision.
- Ιt shall take a resolution for the Company?s share capital increase and the issue of new ordinary registered shares, according to the number of Rights which will have been exercised.
6. The payment of the amount of the share capital increase must be realized by the entitled executives, in cash, within 20 days from the resolution of the BoD for the increase. The entitled executives shall be notified about the exact date of the payment immediately after the relevant resolution of the BoD is made.
7. Following the timely payment of the shares? consideration by the entitled executives, the Board of Directors shall verify the full or partial payment of the share capital increase and shall proceed to all the lawful actions, according to the legislation in force, so that the new shares are admitted to trading at the Athens Stock Exchange.
8. The number of the new shares, which will be eventually issued and whose admission to trading to the Athens Stock Exchange will be requested, depends on the number of the Definite Rights for which a statement of exercising shall be submitted and the price shall be paid.
9. Today the fully paid share capital of the Company amounts to 157,347,634.00 euro, divided into 334,782,200 ordinary registered shares of a nominal value of 0.47 euro each.
BRIEF DESCRIPTION OF THE PLAN
According to the Plan, which was approved by resolution of the General Meeting of the Company?s shareholders held on 31.07.2000 and amended by resolutions of the General Meetings held on 12.06.2001, 21.02.2002, 27.1.2006 and 28.2.2007, the Board of Directors of the Company in October of each year grants to its executives and its Group of companies executives, who are entitled to participate to the Plan, Stock Option Rights for the acquisition of shares of the Company which correspond, based on the strike price, up to 1 ? 5 annual gross salaries (Basic Rights). In addition, the Board of Directors may grant each year to already participants additional Stock Option Rights for the acquisition of the Company?s shares which correspond, based on the strike price, up to 0.75 ? 1 annual gross salary (Additional Rights).
Participants to the Plan are: (i) the Chairman of the Board of Directors, the Managing Director, the Deputy Managing Director, the Legal Counsel, the General Directors, Directors, Deputy Directors and Section Managers of the Company, (ii) the Managing Directors, the Legal Counsels, the General Directors, and Directors of the Company?s mobile operators subsidiaries abroad, (iii) Executives of GERMANOS S.A. whose position/responsibility level is equivalent to that of Managing Director, General Director, Director, Deputy Director and Section Manager of the Company, as this correspondence is defined by the Company and (iv) the Executives of GERMANOS?s subsidiaries abroad whose position/responsibility level is equivalent to that of Managing Director, General Director and Director of the Company?s subsidiaries of mobile telephony abroad as defined by the Company.
Vest Period. The Basic Stock Option Rights mature and become Definite, gradually, that is in a percentage of 40% after the completion of the first year from their grant, in a percentage of 30% after the completion of the second year from their grant and in a percentage of 30% after the completion of the third year from their grant. The Basic Rights of the Chairman of the Company?s BoD, mature and become Definite after one year from their grant. The Additional Stock Option Rights of all the participants mature and become Definite after three (3) years from their grant.
Exercise Period: The Basic Stock Option Rights, once matured, may be exercised fully or partially until the 4th year from the year of their grant. The Additional Stock Option Rights, once matured, may be exercised fully or partially at their maturity year or the year after.
Expiration: The Stock Option Rights expire if the entitled executive leaves the Company or if he is dismissed before his rights mature, independently of the time of their exercise, except if the Company?s Board of Directors decides in a different way, or if the entitled executive does not exercise them within the defined time. The above mentioned exercise of the Definite Rights is realized exclusively during 11-15 December each year through the submission by the entitled executive to the Company?s Board of Directors of a specific preprinted template provided by the Company. Additionally, should the individual performance of the participant for the year of the grant of either Basic or Additional Stock Option Rights has been appraised at a level lower than ?fully meets the requirements of the position?, the participant loses the Rights that were granted to him during October of the year for which his performance was appraised .
Strike price: As strike price regarding the Basic and also the Additional Stock Option Rights, is defined the average closing price of the shares for the month preceding the Date of the Grant by the Board of Directors of the Stock Option Rights, determined by reference to the Daily Bulletin of the ASE.
Discount: Concerning Rights granted in October 2006 and on, the entitled executives to be in a position to exercise them at a discount of 10 - 25% to the strike price, depending on the hierarchical level of the executive during the year of the exercise of the Rights, under the condition of: (i) the achievement of COSMOTE?s Group of companies specific targets as set by COSMOTE?s BoD, based on COSMOTE?s Group strategic and operational priorities and challenges, and (ii) the achievement of high individual performance, as detailed in the Plan.
Limitations: The number of the Company?s shares which may be acquired pursuant to the Plan and any other plan in any five year period may not exceed 5% of the aggregate number of COSMOTE's shares at the beginning of this five year period and, in any case, the maximum number of the Company?s shares that may be issued if the participants exercise their rights of purchasing shares may not exceed in total 10% of the Company?s shares, existing at the time of the Plan?s approval.
NOTE:
This announcement is being made in accordance with Law 3556/2007 (article 3, par.1 (16), (bb), and article 21), Hellenic Capital Market Commission decision 1/434/3.07.2007, Law 3340/2005 and Hellenic Capital Market Commission decision 3/347/12.07.2005.
1. For Rights that have been granted from October 2007 and onwards.
1. From the Stock Option Rights that have been granted to COSMOTE Group executives in the years 2004, 2005 and 2006, 1,178,570 Rights have vested and may be exercised during December 2007 (of which 1,165,070 Stock Option Rights vested this year while 13,500 had vested in 2006), for the acquisition of equivalent new common ordinary shares of COSMOTE of a nominal value of 0.47 Euro each.
2. The aforementioned 1,178,570 vested Stock Option Rights concern in total 302 COSMOTE Group executives (including 26 executives working at the Company?s subsidiaries abroad to whom correspond 76,360 vested Rights), who if they wish to exercise their above mentioned Rights are requested, within 11-15 of December, to submit to the Company?s Board of Directors a relevant statement in writing.
3. These new shares will result from an increase of the Company?s share capital, which will take place in December 2007, without amendment of its Articles of Association and without a preemptive right of the existing, at the time of the issue of the new shares, shareholders according to the article 13 of C.L. 2190/1920.
4. According to the Plan the new shares? issue price is as follows:
- 13.46 Euro per share for 754,700 shares,
- 15.07 Euro per share for 141,280 shares (of which 7,370 concern executives working at the Company?s subsidiaries abroad)
- 15.95 Euro per share for 128,650 shares (of which 66,000 concern executives working at the Company?s subsidiaries abroad)
- 16.01 Euro per share for 103,290 shares, and
- 18.84 Euro per share for 50,650 shares (of which 2,990 concern executives working at the Company?s subsidiaries abroad)
5. Following the submission of the above mentioned written statement by the entitled executives, COSMOTE?s Board of Directors, during the period of the 20th to 31st December 2007, shall act as follows:
- Ιt shall ascertain (a) if the entitled executive was still efficiently working for COSMOTE or COSMOTE?s subsidiary abroad at the time the Stock Option Rights became Definite and (b) if the executive has submitted the statement in time. In case any of these terms is not fulfilled, COSMOTE?s Board of Directors shall inform about this fact the executive in writing justifying its decision.
- Ιt shall take a resolution for the Company?s share capital increase and the issue of new ordinary registered shares, according to the number of Rights which will have been exercised.
6. The payment of the amount of the share capital increase must be realized by the entitled executives, in cash, within 20 days from the resolution of the BoD for the increase. The entitled executives shall be notified about the exact date of the payment immediately after the relevant resolution of the BoD is made.
7. Following the timely payment of the shares? consideration by the entitled executives, the Board of Directors shall verify the full or partial payment of the share capital increase and shall proceed to all the lawful actions, according to the legislation in force, so that the new shares are admitted to trading at the Athens Stock Exchange.
8. The number of the new shares, which will be eventually issued and whose admission to trading to the Athens Stock Exchange will be requested, depends on the number of the Definite Rights for which a statement of exercising shall be submitted and the price shall be paid.
9. Today the fully paid share capital of the Company amounts to 157,347,634.00 euro, divided into 334,782,200 ordinary registered shares of a nominal value of 0.47 euro each.
BRIEF DESCRIPTION OF THE PLAN
According to the Plan, which was approved by resolution of the General Meeting of the Company?s shareholders held on 31.07.2000 and amended by resolutions of the General Meetings held on 12.06.2001, 21.02.2002, 27.1.2006 and 28.2.2007, the Board of Directors of the Company in October of each year grants to its executives and its Group of companies executives, who are entitled to participate to the Plan, Stock Option Rights for the acquisition of shares of the Company which correspond, based on the strike price, up to 1 ? 5 annual gross salaries (Basic Rights). In addition, the Board of Directors may grant each year to already participants additional Stock Option Rights for the acquisition of the Company?s shares which correspond, based on the strike price, up to 0.75 ? 1 annual gross salary (Additional Rights).
Participants to the Plan are: (i) the Chairman of the Board of Directors, the Managing Director, the Deputy Managing Director, the Legal Counsel, the General Directors, Directors, Deputy Directors and Section Managers of the Company, (ii) the Managing Directors, the Legal Counsels, the General Directors, and Directors of the Company?s mobile operators subsidiaries abroad, (iii) Executives of GERMANOS S.A. whose position/responsibility level is equivalent to that of Managing Director, General Director, Director, Deputy Director and Section Manager of the Company, as this correspondence is defined by the Company and (iv) the Executives of GERMANOS?s subsidiaries abroad whose position/responsibility level is equivalent to that of Managing Director, General Director and Director of the Company?s subsidiaries of mobile telephony abroad as defined by the Company.
Vest Period. The Basic Stock Option Rights mature and become Definite, gradually, that is in a percentage of 40% after the completion of the first year from their grant, in a percentage of 30% after the completion of the second year from their grant and in a percentage of 30% after the completion of the third year from their grant. The Basic Rights of the Chairman of the Company?s BoD, mature and become Definite after one year from their grant. The Additional Stock Option Rights of all the participants mature and become Definite after three (3) years from their grant.
Exercise Period: The Basic Stock Option Rights, once matured, may be exercised fully or partially until the 4th year from the year of their grant. The Additional Stock Option Rights, once matured, may be exercised fully or partially at their maturity year or the year after.
Expiration: The Stock Option Rights expire if the entitled executive leaves the Company or if he is dismissed before his rights mature, independently of the time of their exercise, except if the Company?s Board of Directors decides in a different way, or if the entitled executive does not exercise them within the defined time. The above mentioned exercise of the Definite Rights is realized exclusively during 11-15 December each year through the submission by the entitled executive to the Company?s Board of Directors of a specific preprinted template provided by the Company. Additionally, should the individual performance of the participant for the year of the grant of either Basic or Additional Stock Option Rights has been appraised at a level lower than ?fully meets the requirements of the position?, the participant loses the Rights that were granted to him during October of the year for which his performance was appraised .
Strike price: As strike price regarding the Basic and also the Additional Stock Option Rights, is defined the average closing price of the shares for the month preceding the Date of the Grant by the Board of Directors of the Stock Option Rights, determined by reference to the Daily Bulletin of the ASE.
Discount: Concerning Rights granted in October 2006 and on, the entitled executives to be in a position to exercise them at a discount of 10 - 25% to the strike price, depending on the hierarchical level of the executive during the year of the exercise of the Rights, under the condition of: (i) the achievement of COSMOTE?s Group of companies specific targets as set by COSMOTE?s BoD, based on COSMOTE?s Group strategic and operational priorities and challenges, and (ii) the achievement of high individual performance, as detailed in the Plan.
Limitations: The number of the Company?s shares which may be acquired pursuant to the Plan and any other plan in any five year period may not exceed 5% of the aggregate number of COSMOTE's shares at the beginning of this five year period and, in any case, the maximum number of the Company?s shares that may be issued if the participants exercise their rights of purchasing shares may not exceed in total 10% of the Company?s shares, existing at the time of the Plan?s approval.
NOTE:
This announcement is being made in accordance with Law 3556/2007 (article 3, par.1 (16), (bb), and article 21), Hellenic Capital Market Commission decision 1/434/3.07.2007, Law 3340/2005 and Hellenic Capital Market Commission decision 3/347/12.07.2005.
1. For Rights that have been granted from October 2007 and onwards.