The program's details and procedures are as follows:
STOCK OPTION PLAN TO EXECUTIVES OF THE COMPANY AND ITS AFFILIATED COMPANIES Chapter 1: Purpose of the ProgramBy its decision, the General Assembly of the Shareholders of FOURLIS HOLDINGS SA aims to:
attract, retain and encourage senior executives of the Company and of its affiliated companies that will be selected at the reasonable discretion of the Board of Directors, by taking into account in particular their participation in the so far development of the Company and its affiliated companies and FOURLIS Group in general. The high level managerial skills and the personal influence of the senior executives, is the necessary added value for pursuing and succeed on the high return targets of the Company and the Group for the future.
to secure the terms and conditions for the smooth succession of top executives of the Company and its affiliated companies, especially the Managing Directors of these companies with twelve-year (12 years) prior experience in FOURLIS Group, that will be selected at the reasonable discretion of the Board of Directors, in view of their impending departure and to reward them as recognition of their long-term contribution to the development of FOURLIS Group. Through this program, participants gain immediate equity interest in the Company and will link their performance to the future performance of the Company and FOURLIS Group in general, as it is reflected in the increase of the share price of the Company.
The Program provides the eligible senior executives of the Company and its affiliated companies with the right to purchase shares at a fixed price and to exercise this option within a specific time period in the future. The benefit for the beneficiary is derived if at the time of
the exercise the share market price is higher than the exercise price. The Program will be implemented in four (4) annual series with an allocation of 25% of the total maximum number of stock options to each one.
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Duration of the Program
The duration of the Program is until 2028, in the sense that the options to be distributed to the beneficiaries of the Program may be exercised until December 2028 under the specific terms that follow.
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Beneficiaries
As at the date of allotting, the Board of Directors will decide the way of distribution terms of the stock options from each of the issuing series, taking into consideration the financials of the Company and evaluating the performance of the potential beneficiaries. Beneficiaries can only be selected high executives of the Group.
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Exercise Price
Exercise Price of the aforementioned stock option is the closing stock price of the Company at the date of the resolution of the General Assembly regarding the Program.
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Maximum number of shares issued
The maximum number of stock options that will be distributed is 2.556.520 options of one (1) share each, in four (4) annual series. Six hundred and forty one thousand six hundred thirty (641.630 shares), i.e. 25% of the total number of rights granted under the Program, may be issued per year.
Accordingly, the maximum total number of shares to be issued if the Board of Directors issues the maximum number of options and if the Beneficiaries exercise all the rights that will be granted to them may not exceed two million five hundred and sixty six Thousands of five hundred twenty (2.566.520) shares, i.e. 5% of the Company's share capital at the date of the invitation.
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Adjustment of the Terms of the Program
In case of corporate events or transactions (such as share capital increases or share capital reductions, dividend distribution, mergers, etc.), the terms of the Program, including the strike price, will be adjusted by the Board of Directors in such a way that they are not prejudice the rights of the beneficiaries, irrespective of the adjustment of the stock price or the nominal value of the share.
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Exercise of Options
The exercise of options requires prior written notice from the beneficiary to be delivered to the HR Department of the Company within the period 20 November to 30 November of the calendar year that the options are exercised. The value of the options will be transferred in the Company's bank account by the beneficiaries, between 01 December - 15 December of the calendar year that the options are exercised.
- Deadline for the exercise of the Options
The Stock Options can be exercised from the beneficiaries within the years 2017-2028 under the terms of the program and according to the distribution terms defined by the Board of Directors. The table below presents the maximum number of options that can be distributed during the period 2017 - 2028 and exercised per year and per options series up until the maturity of the program.
Series | Year of Distribution | Maturity Period of the Stock Options | Maximum Number of Options per Series | Maximum Number of Options that mature each year |
1st Series | 2017 | 2017 - 2021 | 641.630 | 128.326 |
2nd Series | 2018 | 2018 - 2022 | 641.630 | 128.326 |
3rd Series | 2019 | 2019 - 2023 | 641.630 | 128.326 |
4th Series | 2020 | 2020 - 2024 | 641.630 | 128.326 |
Each Beneficiary has a period of five years to exercise the rights that have matured (including their year of maturity). More specifically:
Rights that will mature in 2017 can be exercised until December 2021,
Rights that will mature in 2018 can be exercised until December 2022,
Rights that will mature in 2019 can be exercised until December 2023,
Rights that will Mature in 2020 can be exercised until December 2024,
Rights that will mature in 2021 can be exercised until December 2025,
Rights that will mature in 2022 can be exercised until December 2026,
Rights that will mature in 2023 can Acne Until December 2027, and
Rights that will mature in 2024 can be exercised until December 2028 (see Tables 1 to 4)
Typical prerequisite for the participation in the Stock Option Program is the beneficiary to be a manager or labor related with the company or their subsidiaries.
3.2Prerequisite for the exercise of the options from the beneficiaries, is the decision from the Board of Directors which will define the beneficiaries, the number of Options (more specifically the number of shares for which the options were distributed) and it will confirm the exercise price per share. The exercise price multiplied by the number of options will give the amount paid to the company by the beneficiary, in order to become shareholder of FOURLIS HOLDINGS SA through the Program.
The number of options that can be exercised by each beneficiary per year is presented in detail in a table that the Board of Directors prepares following the relevant decision.
3.3The Stock Options that FOURLIS HOLDINGS SA offers based on the Program are personal and they are distributed only to the managers and high executives of the company and its subsidiaries. They cannot be transferred to a third party and they cannot be pledged. Any secondary distribution of the options or any pledge over the options become them null and void for FOURLIS HOLDINGS SA.
3.4The way for exercising the Stock Options is defined in chapter 4.
3.5If the Beneficiary retires or is out of work due to disability, he retains his / her right in full, both in respect of options that have already matured, and in those that will mature in the future.
However, such beneficiary, following his retirement or leaving due to disability must not take on his own account or on the account of a third party any action that is considered to fall within any or the Company's and affiliated companies' objectives, or participate as general partner or member of the BoD, or exercise dominant influence or control on companies pursuing such objectives. In case of violation of the aforementioned obligation, any option, either already matures or not, becomes inactive.
In case of voluntary withdrawal or dismissal, the Beneficiary is entitled to exercise all the options that have already matured, during the immediate period following the withdrawal or dismissal. Any rights that are not mature at the time of withdrawal or dismissal, as well as mature rights not exercised within the time limit of the preceding paragraph, shall become inactive.
Fourlis SA published this content on 16 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 June 2017 15:00:04 UTC.
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