S&B Industrial Minerals S.A. (S&B or the Company), in the framework of the annual implementation of the stock option plan to its management and personnel, as this was approved by the Annual General Meeting of Shareholders and according to the provisions of current legislation, informs the public as follows:
1. In the framework of the annual implementation of the plan, as this is described below, company executives entitled to stock option rights are invited to exercise their options within the first five (5) days of December, depositing in the same period the value of exercised rights.
2. The Board of Directors will hold a meeting within December to determine the number of new shares to be issued and decide and certify the capital increase.
3. The above offer is addressed to 67 executives of the company -21 of which are executives of the company's subsidiaries abroad-, who are entitled to stock options according to article 13 par. 9 of L. 2190/1920 and the decisions of the Annual General Meetings of Shareholders held 02.06.2004, 22.6.2005, 01.06.2006, 31.05.2007 and 14.5.2008, on the basis of which the Board of Directors has determined the number of shares corresponding to each beneficiary, per year for the years 2004 to 2008 as follows:
a. For the year 2004, 150.000 stock options rights were granted with exercise price euro 5,48 per share, out of which 126.700 rights have already been exercised in previous years. In December 2008, 21.200 stock option rights can be exercised by 11 beneficiaries, 3 of which are executives of the company's subsidiaries abroad.
b. For the year 2005, 146.300 stock option rights were granted with exercise price euro 5,35 per share, out of which 81.600 rights have been exercised in previous years. The remaining 64.700 stock option rights can be exercised until December 2009. In December 2008, 60.600 stock option rights can be exercised by 52 beneficiaries, 14 of which are executives of the company's subsidiaries abroad.
c. For the year 2006, 109.900 stock option rights were granted with exercise price euro 8,91 per share, out of which 24.560 rights have been exercised in previous years. The remaining 85.340 stock option rights can be exercised until December 2010. In December 2008, 51.210 stock option rights can be exercised by 49 beneficiaries, 17 of which are executives of the company's subsidiaries abroad.
d. For the year 2007, 112.650 stock option rights were granted with exercise price euro 9,92 per share, out of which 5.750 rights have been exercised in previous years. The remaining 106.900 stock option rights can be exercised until December 2011. In December 2008, 45.310 stock option rights can be exercised by 52 beneficiaries, 17 of which are executives of the company's subsidiaries abroad.
e. For the year 2008, 110.300 stock option rights were granted with exercise price euro 9,41 per share, for which the right has not yet been exercised and can be exercised until December 2012. In December 2008 11.030 stock option rights can be exercised by 51 beneficiaries, 16 of which are executives of the company's subsidiaries abroad.
BRIEF DESCRIPTION OF THE PLAN:
1. The exercise price is set equal to the average share market price during the last 20 working days before the Annual General Shareholder Meeting reduced by 10%.
2. Entitled to participate in the stock option plan are senior executives of the Company and related companies according to article 42e par. 5 of C.L. 2190/1920. The beneficiaries are entitled to transfer the shares they acquire from the Company to any third party, according to the current plan. On the contrary, the beneficiaries are not authorized to transfer to third parties the stock option rights granted by the Company before exercising and obtaining the shares. Stock options are awarded solely and exclusively to eligible beneficiaries and are strictly personal.
3. The determination of the number of shares granted to each executive will be made based on objective criteria, such as salary, working experience, performance, advancement potential etc. The executive members of the Board of Directors will not participate in this decision.
4. The program is of one-year duration.
5. The stock option right granted to each beneficiary can be exercised within the same year but also in the four years following. During the above five-year period the right cannot be exercised fully, it is vested gradually. More specifically, during the first year the beneficiary may exercise up to 10% of total options awarded. During the 2nd year, the beneficiary may exercise up to 40% of total options awarded, during the 3rd year up to 70%, while during the 4th and 5th years the beneficiary may exercise up to 100% of the total options awarded, or the percentage not exercised in previous years.
6. After options awarded to each beneficiary have been determined, the Board of Directors issues Stock Option Certificates to beneficiaries.
7. The stock option rights may be exercised up to four (4) times a year. Pursuant to the provisions of art. 13 par. 13 of L. 2190/1920, the Board of Directors shall set the option rights' exercise period(s). In addition, the Board of Directors is authorized to determine when the option rights should be exercised in case of resignation, dismissal, retirement or decease of the beneficiary.
Regarding the exercise of stock option rights in case of resignation, dismissal, retirement or decease of the beneficiary, the following shall apply:
- In case of voluntary resignation or dismissal, the option right can be exercised only to the extent that it has vested as of the date the employment relationship is terminated.
- In case of retirement, the option right is vested in whole as of the retirement date of the beneficiary.
- In case of decease, the option right is vested in whole as of the decease date of the beneficiary