Document of Information under law 3401/17-10-2005, article 4, par.1 (E) regarding the stock option plan
DOCUMENT OF INFORMATION
UNDER LAW 3401/17-10-2005, ARTICLE 4, PAR. 1 (e) REGARDING THE OFFER OF LAMDA DEVELOPMENT S.A. SHARES TO ITS EXECUTIVES IN THE FRAMEWORK OF THE IMPLEMENTATION OF THE STOCK OPTION AND THE ADMISSION TO TRADING OF THESE SHARES
LAMDA Development S.A. (herein the Company or LAMDA Development) in the framework of the implementation of the approved by the Annual General Meetings of the Shareholders of the years 2002 and 2003 Stock Option Plans (the Plans) and according to article 4, paragraph 1 (e) of the L.3401/17-10-2005, informs the public of the following:
1. In the framework of the implementation of the Plans, as described herein below, the beneficiaries of Stock Option Rights for the acquisition of the Companys shares are requested to exercise their stock option rights granted by the Company within December 2005.
2. This offer is addressed to 49 beneficiaries Members of the Board of Directors, executives of the Company and its subsidiaries to whom stock option rights have been granted during the years 2002 and 2003 and concerns 303.600 new common registered shares totally of a nominal value of 0,30 euro each. The new shares will result from the anticipated increase of the Companys share capital, which will take place until December 30th, 2005, without amending its Articles of Association and without preemptive rights of the existing Shareholders, at the time of the issue of the new shares according to article 13 par. 9 of C.L. 2190/1920.
3. The number of the new shares that will finally be issued will depend on the number of the rights exercised by the beneficiaries, who will the pay the respective price in cash.
4. The share capital of the Company as of today, before the aforementioned share capital increase amounts to 13.135.755 euro, fully paid, divided into 43.785.850 shares of a nominal value of 0,30 euro each.
5. In the framework of the implementation of the approved by the Annual General Meetings of the Shareholders of the years 2001 and 2002 Stock Option Plans (the Plans), rights relating to 297.100 new already issued shares of a nominal value of 0,30 each have been exercised.
6. Based on the Stock Option Plans the issue price of the new shares is:
- 1,80 euro per share for 53.600 shares (relating to stock option rights granted on December, 2002)
- 2,00 euro per share for 250.000 shares (relating to stock option rights granted on April 2004)
7. Following the exercise of the stock option rights from the beneficiaries and the timely payment of the increase amount, the Board of Directors will meet right after the expiration of the stock option exercise period and will resolve on the certification of the coverage of the share capital increase based on the number of rights that were exercised.
8. The number of the new shares that will finally be issued and which will be requested to be introduced for trading on Athens Stock Exchange will depend on the number of shares for which the price will have been paid.
BRIEF DESCRIPTION OF THE STOCK OPTION PLANS
Certificates of stock option rights are being offered to the beneficiaries Members of the Board of Directors, executives of the Company and its subsidiaries according to Board of Directors decision, authorized by the Annual General Meeting of the Shareholders. The criterion for the participation in these plans has been the significant contribution towards the Companys and the Groups targets during the respective period, in conjunction with the operational responsibility level of each individual. The number of the certificates and their exercise price has been determined by the General Meeting of the Shareholders. In order not to distort the beneficiaries stock option rights, the number of shares issued according to these certificates can be mathematically adjusted, if in the meanwhile the share capital is changed, i.e. through new shares issuance, cash or free of charge, or in the case the nominal share value changes, or in the case of other corporate developments such as merger etc. In such cases, the Board of Directors is authorized to determine the new proportion of shares and the new per share value, which will be applied for the stock option certificates. The stock option certificates are personal and not transferable.
Explicitly:
Α. STOCK OPTION PLAN (General Meeting of Shareholders 7/2/2002 according to article 13 par. 9 C.L. 2190/1920)
According to the December 20th, 2005 Board of Directors decision, stock option rights have been granted to 31 beneficiaries Members of the Board of Directors, executives of the Company and its subsidiaries for the acquisition of 238.000 shares at a price of 1,80 euro per share and exercise right period during December of the years 2004 and 2005. These stock option certificates have been granted to the beneficiaries that provided services to the Company at November the 30th, 2002 with any relation and pattern of employment and could only be exercised if they still belong the Companys and the subsidiaries personnel during the exercise of their rights.
During the first exercise year of the rights, December of 2004, stock option rights were exercised up to a total of 184.400 shares from 25 beneficiaries, Members of the Board of Directors, executives of the Company and its subsidiary. As a result during December of 2005, stock option rights for the acquisition of 53.600 shares at a price of 1,80 euro per share could be still exercised from this Plan.
Β. STOCK OPTION PLAN (General Meeting of Shareholders 19/6/2003 according to article 13 par. 9 C.L. 2190/1920)
According to the April 5th, 2004 Board of Directors decision, stock option rights have been granted to 45 beneficiaries Members of the Board of Directors, executives of the Company and its subsidiaries for the acquisition of 250.000 shares at a price of 2,00 euro per share and exercise right period during December of the years 2005 and 2006. These stock option certificates have been granted to the beneficiaries that provided services to the Company at November the 30th, 2003 with any relation and pattern of employment and could only be exercised if they still belong the Companys and the subsidiaries personnel during the exercise of their rights.