FRIGOGLASS S.A.I.C.
Announcement regarding Stock Option Plan of the Company
Frigoglass SAIC (the "Company) announces to the investor public the following:
1. The Company's Annual General Assembly of June 8, 2007 adopted a stock option plan having had beneficiaries members of the Company's and the Company's affiliates management, according to article 13, paragraph 9 of law 2190/1920 (after its revision current paragraphs 13 and 14) in order to enhance their devotion to the Company.
2. According to the above General Assembly resolution, a maximum of 428.870 stock options were approved, each corresponding to one (1) ordinary share of the Company.
3. The exercise price for the 237.857 Stock Options is Euro 1 per share ("Plan Α"), the exercise price for the 91.013 Stock Options is Euro 17,50 per share ("Plan Β") while the exercise price for the remaining 100.000 Stock Options shall be equal to the average value of the Company's share at closing price of trading on the Stock Exchange over the last sixty (60) calendar days prior to the relevant Grant Date ("Plan C").
4. According to the above General Assembly resolution, the Board of Directors, by virtue of its decision dated 8.6.2007, granted 320.868 stock options to 11 individuals of the Company?s and its affiliates top management. More specifically, the Board of Directors granted 237.857 stock options from Plan A and 83.011 stock options from Plan B.
5. The beneficiaries of the 237.857 stock options of Plan A may exercise their options up to a percentage of 46% of the total options granted by the Board and according to the proportion determined by the board of Directors, at any time after the date they were granted, i.e. after 8.6.2007 and until 17.12.2009. After 1.1.2008, they can exercise their options up to a percentage of 28% of the total options granted by the Board according to the proportion determined by the board of Directors. Finally, after 1.1.2009 and until 17.12.2009 at the latest, they can exercise their options for any number of shares that have been granted to them and have not yet been exercised, provided such options have not been forfeited as described below.
6. The beneficiaries of the 83.011 stock options of Plan B may exercise their options up to a percentage of 1/3 of the total options granted by the Board anytime after 8.6.2007. After 8.6.2008, they may exercise their options up to a percentage of a further 1/3 of the total options granted by the Board. Finally, after 8.6.2009 and until 17.12.2012, they may exercise their options for any number of shares that have been granted to them and have not yet been exercised, provided such options have not been forfeited as described below.
7. Options that have been vested as above, may be exercised by their beneficiaries by notice filed with the Human Resources Manager of the Company and payment of the respective exercise price to the special bank account of the Company. During the month December following the exercise of the option, the Board of Directors of the Company shall resolve on the respective capital increase and shall issue the necessary new shares.
8. Options that have been vested may be exercised at any time. However, the respective shares may only be issued during the month December which follows the date of exercise (or within the same December if the Options have been exercised until 17.12.2007 or the previous working day, if 17.12.2007 is not a working day in Athens)
9. On the occurrence of any of the circumstances described below, the following will apply as far as the vesting and exercise of the stock options.
a) Death of the beneficiary or the beneficiary ceasing to hold employment by reason of injury or disability: All Options shall become vested and must be exercised not later than the month of December next of the beneficiary?s death or cessation of employment. The same shall apply, even if the above circumstances do not occur, following a Board resolution which must be based on special circumstances and be duly justified.
b) The beneficiary ceasing to hold employment by reason of retirement at the age of 55 or later with five years' service with the Company or its Affiliates: The Options shall continue to operate normally. The same shall apply, even if the above circumstances do not occur, following a Board resolution which must be based on special circumstances and be duly justified.
c) The beneficiary ceasing to hold employment for any reason other than those set out above: Any vested options must be exercised not later than the month of December next to the cessation of employment. Any non-vested Options at the time of the cessation of employment shall not become exercisable (shall be forfeited). The same shall apply, even if the above circumstances do not occur, following a Board resolution which must be based on special circumstances and be duly justified.
d) Change of the Company's control : all of the Options become immediately mature and may be exercised until the month December following the Company?s change of control.
e) Resolution the Company's General Assembly for the delisting of its shares from the Athens Stock Exchange: all the options become immediately vested and may be exercised until the month December following the above resolution.
10. An Option will cease to exist (is forfeited) and may not be exercised later than:
a) the end of its expiry date;
b) the date of the beneficiary ceases to hold employment by reason of dishonesty, fraud or improper behavior;
c) attempt of assignment of an Option.
Note: This announcement is made according to the law 3556/2007 (article 3 par. 1 (ιστ), (ββ) and article 21) and the decision 1/434/3.7.2007 of the Hellenic Capital Market Commission.
For any further information please contact Lillian Philips, Investor Relations Manager, tel.: 210 6165757.
1. The Company's Annual General Assembly of June 8, 2007 adopted a stock option plan having had beneficiaries members of the Company's and the Company's affiliates management, according to article 13, paragraph 9 of law 2190/1920 (after its revision current paragraphs 13 and 14) in order to enhance their devotion to the Company.
2. According to the above General Assembly resolution, a maximum of 428.870 stock options were approved, each corresponding to one (1) ordinary share of the Company.
3. The exercise price for the 237.857 Stock Options is Euro 1 per share ("Plan Α"), the exercise price for the 91.013 Stock Options is Euro 17,50 per share ("Plan Β") while the exercise price for the remaining 100.000 Stock Options shall be equal to the average value of the Company's share at closing price of trading on the Stock Exchange over the last sixty (60) calendar days prior to the relevant Grant Date ("Plan C").
4. According to the above General Assembly resolution, the Board of Directors, by virtue of its decision dated 8.6.2007, granted 320.868 stock options to 11 individuals of the Company?s and its affiliates top management. More specifically, the Board of Directors granted 237.857 stock options from Plan A and 83.011 stock options from Plan B.
5. The beneficiaries of the 237.857 stock options of Plan A may exercise their options up to a percentage of 46% of the total options granted by the Board and according to the proportion determined by the board of Directors, at any time after the date they were granted, i.e. after 8.6.2007 and until 17.12.2009. After 1.1.2008, they can exercise their options up to a percentage of 28% of the total options granted by the Board according to the proportion determined by the board of Directors. Finally, after 1.1.2009 and until 17.12.2009 at the latest, they can exercise their options for any number of shares that have been granted to them and have not yet been exercised, provided such options have not been forfeited as described below.
6. The beneficiaries of the 83.011 stock options of Plan B may exercise their options up to a percentage of 1/3 of the total options granted by the Board anytime after 8.6.2007. After 8.6.2008, they may exercise their options up to a percentage of a further 1/3 of the total options granted by the Board. Finally, after 8.6.2009 and until 17.12.2012, they may exercise their options for any number of shares that have been granted to them and have not yet been exercised, provided such options have not been forfeited as described below.
7. Options that have been vested as above, may be exercised by their beneficiaries by notice filed with the Human Resources Manager of the Company and payment of the respective exercise price to the special bank account of the Company. During the month December following the exercise of the option, the Board of Directors of the Company shall resolve on the respective capital increase and shall issue the necessary new shares.
8. Options that have been vested may be exercised at any time. However, the respective shares may only be issued during the month December which follows the date of exercise (or within the same December if the Options have been exercised until 17.12.2007 or the previous working day, if 17.12.2007 is not a working day in Athens)
9. On the occurrence of any of the circumstances described below, the following will apply as far as the vesting and exercise of the stock options.
a) Death of the beneficiary or the beneficiary ceasing to hold employment by reason of injury or disability: All Options shall become vested and must be exercised not later than the month of December next of the beneficiary?s death or cessation of employment. The same shall apply, even if the above circumstances do not occur, following a Board resolution which must be based on special circumstances and be duly justified.
b) The beneficiary ceasing to hold employment by reason of retirement at the age of 55 or later with five years' service with the Company or its Affiliates: The Options shall continue to operate normally. The same shall apply, even if the above circumstances do not occur, following a Board resolution which must be based on special circumstances and be duly justified.
c) The beneficiary ceasing to hold employment for any reason other than those set out above: Any vested options must be exercised not later than the month of December next to the cessation of employment. Any non-vested Options at the time of the cessation of employment shall not become exercisable (shall be forfeited). The same shall apply, even if the above circumstances do not occur, following a Board resolution which must be based on special circumstances and be duly justified.
d) Change of the Company's control : all of the Options become immediately mature and may be exercised until the month December following the Company?s change of control.
e) Resolution the Company's General Assembly for the delisting of its shares from the Athens Stock Exchange: all the options become immediately vested and may be exercised until the month December following the above resolution.
10. An Option will cease to exist (is forfeited) and may not be exercised later than:
a) the end of its expiry date;
b) the date of the beneficiary ceases to hold employment by reason of dishonesty, fraud or improper behavior;
c) attempt of assignment of an Option.
Note: This announcement is made according to the law 3556/2007 (article 3 par. 1 (ιστ), (ββ) and article 21) and the decision 1/434/3.7.2007 of the Hellenic Capital Market Commission.
For any further information please contact Lillian Philips, Investor Relations Manager, tel.: 210 6165757.