NIREUS AQUACULTURE S.A. (Nireus or the Company), in the frame of the annual implementation of the approved, by the General Assembly of the company''s shareholders on 05/06/2006, Stock Option Plan (the Plan) in favor of the company''s managerial executives and in accordance with the article 4 section 1.E of the Law 3401/2005, informs the public regarding to the following:
the frame of the annual implementation of the Plan, as described below, the company''s executives who are beneficiaries of the Company''s Final Stock Option Plan, are invited to declare in writing on a standard form provided by the Company, in the first half of October, to the company''s Board of Directors, their intent to exercise in full or in part their Final Options.
2.The present offer addresses thirty five (35) company executives (Members of the Board of Directors, General Directors, Directors and Head of Departments of the Company and associated companies with at least three-year employment in the company or associated company) and regards 1,400,000 new common registered shares of the company NIREUS S.A. of a par value of euro 1.25 each, which will result from a Company''s share capital increase, for all three years of implementation of the Plan, which will be carried out each year (i.e. in December 2006 regarding 560,000 new shares, December 2007 regarding 420,000 new shares and December 2008 regarding 420,000 new shares) without proceeding to the amendment of the Company''s charter and without a preference right of the existing shareholders, in accordance with the article 13 section 9 of the Law 2190/1920.
3.The paid up Company''s share capital reaches the sum of euro 50,460,642.50, divided into 40,368,514 registered shares of a par value of euro 1.25 each.
4.On the basis of the Plan the issue price of the new shares is as follows: The exercise price will be preferential and will consist of the average of the company''s share price each time in the period 1/10-1/11 of each year reduced by 40%.
5.Following the filing in by the eligible parties of their above mentioned written declaration, the Board of Directors of NIREUS will proceed to the following actions in December 2006:
a.Will ascertain if the terms of the Plan regarding the declarations submitted in November 2006 (if the eligible party continues to perform efficiently for the company in the year the Stock Option rights mature and if they have timely submitted the written declaration regarding the Final Option) apply and in case some of the said terms do not apply it will notify the eligible parties with a specific communication that justifies the decision.
b.It will proceed, following its decision, to a Company''s share capital increase and the issuance of new common registered shares, depending on the number of rights exercised through the above mentioned declarations.
6.The sum of the increase must be settled by the eligible parties in cash within 20 days from the decision of the Company''s Board of Directors regarding the share capital increase. The interested parties will be notified of the exact date of settlement promptly after the relevant decision of the Company''s Board of Directors.
7.Following the timely payment of the consideration regarding the shares by the eligible parties, the Company''s Board of Directors will certify the full or part payment of the share capital increase and will proceed to all the legal actions, in accordance with the legislation in force, so that the new shares are listed on the Athens Exchange.
8.The number of the new shares that will be actually issued and their following listing on the Athens Exchange depends on:
a. the number of Final Options for which a written Declaration regarding the exercise of Final Option will be submitted and
b. the number of shares for which the consideration will be paid.
SUMMARY DESCRIPTION OF THE PLAN
ich was apn 05/06/2006, Board of Directors grants in the month December of each year its executives who are eligible to participate to the Plan, a Stock Option Right for the acquisition of company shares which correspond to them on the basis of their employment ranking (Primary Rights) and the said preferential Price. Additionally, the Board of Directors may, at its own discretion, grant additional stock option rights with the said preferential price (Additional Rights). Eligible to participate to the Plan are the Members of the company''s Board of Directors, Directors and Heads of Department of the company and associated companies, who have been working for at least three years for the company or associated company. In the case of the termination of employment either due to resignation or notice of termination the right ceases to apply.
Conversion time. The Primary Stock Option Rights are gradually converted to final, i.e. by 40% one year after they have been granted, by 30% two years after they have been granted and 30% three years after they have been granted. The Additional Stock Option Rights of all participants are converted to Final Rights three (3) years after they have been granted.
Time of exercise. The Primary Rights may be exercised in full or in part up to 4 years after they have been granted. The Additional Rights may be exercised in full or in part in the year they mature or the following year. The Stock Option Rights do not apply in the case that the eligible party resigns or is dismissed by the company before the Stock Option Rights are converted to Final, regardless of the time they are exercised, unless the Company''s Board of Directors makes a different decision or if the eligible party does not exercise them within the set deadline. The above mentioned Final Rights are exercised only in the first fifteen days of November of each year through the submission of a written statement by the eligible party to the Board of Directors on a standard form provided by the Company.
Preferential Price. The mean price of the Company''s Share in the period 1/10-1/11 of each year reduced by 40% is considered as preferential Price both regarding the Primary and Additional Stock Option Rights.
Restrictions. The number of the Company''s shares that may be acquired under the Plan or any other corresponding plan may not exceed 10% of the total Company''s share capital, for every three - year (3) period on a rotating basis, and in any case the maximum number of shares that can be issued, in the case that the Participants exercise their stock option right, may not exceed 10% of the total number of existing shares at the time of approval of the plan.
Persons in charge of drafting the present information paper.
In charge of the drafting of the paper for the provision of information and accuracy of its content is Mrs Maria Lambrinou of George, Head of the Legal Department, 1st km. Koropi -Vari Avenue, Demokritou street, Koropi, Attica, tel No. 210 - 6698328.
The information note is available at the headquarters of the company "NIREUS AQUACULTURE S.A.", Koropi, Attica, 1st km. Koropi - Vari Avenue, Demokritou street, P.C. 19400 and on the Company''s website (http://www.nireus.gr).
Interested parties that require additional information can contact the Investor Relations & Shareholders Department, tel No. 210-6698335, Head of Department Mr. G. Aloupis, at the company''s headquarters, 1st km. Koropi - Vari Avenue, Koropi, Attica on weekdays.