FRIGOGLASS S.A.I.C.
Announcement
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 has 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 mid-price at close 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 14.5.2008, granted 79.402 stock options to 10 individuals of the Company's and its affiliates top management from the Plan C. The exercise price for each of theses options granted has been determined to be equal to the average value of the Company's share mid-price at close of trading on the Stock Exchange over the last sixty (60) calendar days prior to the Grant Date, i.e. to Euro 20,85. The beneficiaries may exercise their options up to a percentage of 1/3 of the total options granted by the Board at any time after the date after 14.5.2007 and until 17.12.2013. After 14.5.2009, and until 17.12.2013 they can exercise their options up to a percentage of an additional percentage of 1/3 of the total options granted by the Board irrespective of whether they have exercised their options for the previous 1/3. Finally, after 14.5.2010 and until 17.12.2013 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.
SHORT DESCRIPTION OF THE EXISTING STOCK OPTION PLANS
1. Out of the total number of the stock options already approved by the General Assembly of the Company dated 8.6.2007, the Board of Directors has so far granted in total 400.270 options according to its decisions dated 8.6.2007 and 14.5.2008. More precisely, it has granted all the options of Plan A (237.857 options), 83.011 options out of Plan B and 79.402 options out of Plan C. The evolution of the Plans is illustrated in the Table below.
Plan Maximum number of Options approved by GM Number of Options granted Number of shares issued by exercised options Forfeited options Maximum number of shares that may be issued according to to the options which have been approved by the GM and are still valid Number of options which have been granted and are still valid Number of options which have been approved by the GM but have not yet been granted Number of actual beneficiaries Α. 237.857 237.857* 172.939 2.851 62.067 62.067 - 9 Β. 91.013 83.011* 27.671 7.928 55.414 47.412 8.002 9 Γ. 100.000 79.402** - - 100.000 79.402 20.598 10 Total 428.870 400.270 255.002 10.779 217.481 188.881 28.600
*According to the Decision of the Board of Directors of 8.6.2007
** According to the Decision of the Board of Directors of 14.5.2008
2. 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 17.12.2007. 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.
3. 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.
4. The beneficiaries of the 79.402 stock options of Plan C may exercise their options up to a percentage of 1/3 of the total options granted by the Board at any time after the date after 14.5.2007 and until 17.12.2013. After 14.5.2009, and until 17.12.2013 they can exercise their options up to a percentage of an additional percentage of 1/3 of the total options granted by the Board irrespective of whether they have exercised their options for the previous 1/3.
5. Options that have matured, 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. New shares arising out of exercised stock options may be issued four times per calendar year (once every quarter) and more particularly on March 31, June 30, September 30 and December 31 of each calendar year following decision of the Board of Directors resolving on the respective increase of the share capital of the Company.
6. 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.
7. 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 has 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 mid-price at close 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 14.5.2008, granted 79.402 stock options to 10 individuals of the Company's and its affiliates top management from the Plan C. The exercise price for each of theses options granted has been determined to be equal to the average value of the Company's share mid-price at close of trading on the Stock Exchange over the last sixty (60) calendar days prior to the Grant Date, i.e. to Euro 20,85. The beneficiaries may exercise their options up to a percentage of 1/3 of the total options granted by the Board at any time after the date after 14.5.2007 and until 17.12.2013. After 14.5.2009, and until 17.12.2013 they can exercise their options up to a percentage of an additional percentage of 1/3 of the total options granted by the Board irrespective of whether they have exercised their options for the previous 1/3. Finally, after 14.5.2010 and until 17.12.2013 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.
SHORT DESCRIPTION OF THE EXISTING STOCK OPTION PLANS
1. Out of the total number of the stock options already approved by the General Assembly of the Company dated 8.6.2007, the Board of Directors has so far granted in total 400.270 options according to its decisions dated 8.6.2007 and 14.5.2008. More precisely, it has granted all the options of Plan A (237.857 options), 83.011 options out of Plan B and 79.402 options out of Plan C. The evolution of the Plans is illustrated in the Table below.
Plan Maximum number of Options approved by GM Number of Options granted Number of shares issued by exercised options Forfeited options Maximum number of shares that may be issued according to to the options which have been approved by the GM and are still valid Number of options which have been granted and are still valid Number of options which have been approved by the GM but have not yet been granted Number of actual beneficiaries Α. 237.857 237.857* 172.939 2.851 62.067 62.067 - 9 Β. 91.013 83.011* 27.671 7.928 55.414 47.412 8.002 9 Γ. 100.000 79.402** - - 100.000 79.402 20.598 10 Total 428.870 400.270 255.002 10.779 217.481 188.881 28.600
*According to the Decision of the Board of Directors of 8.6.2007
** According to the Decision of the Board of Directors of 14.5.2008
2. 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 17.12.2007. 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.
3. 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.
4. The beneficiaries of the 79.402 stock options of Plan C may exercise their options up to a percentage of 1/3 of the total options granted by the Board at any time after the date after 14.5.2007 and until 17.12.2013. After 14.5.2009, and until 17.12.2013 they can exercise their options up to a percentage of an additional percentage of 1/3 of the total options granted by the Board irrespective of whether they have exercised their options for the previous 1/3.
5. Options that have matured, 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. New shares arising out of exercised stock options may be issued four times per calendar year (once every quarter) and more particularly on March 31, June 30, September 30 and December 31 of each calendar year following decision of the Board of Directors resolving on the respective increase of the share capital of the Company.
6. 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.
7. 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.