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AS Ekspress Grupp
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11.03.2008 15:07:09
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Approval of the terms for the share option plan
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11.03.2008 Supervisory Board of AS Ekspress Grupp decided to approve the terms for the share option plane: 1.1. The list of persons entitled to participate in the share option plan and the number of options to be granted to them shall be determined by the Supervisory Board of the Company on the proposal of the Management Board. 1.2. Persons entitled to participate in the share option plan may be members of the Management Board of AS Ekspress Grupp, members of the management of a business undertaking that belongs to the AS Ekspress Grupp concern, employees of a business undertaking that belongs to the AS Ekspress Grupp concern who must also have the same status at the time when the option is exercised. 1.3. AS Ekspress Grupp shall grant a total of up to 470 000 options. Upon exercise , every option shall entitle the option holder to one share. 1.4. The maximum number of options to be granted to one person is 100 000. 1.5. The share options shall be eexercised in 2009, 2010 and in the first half of 2011 each year at a rate of one-third of the quantity allocated to the entitled person. 1.6. The share option plan shall be carried out either by issuing new shares or selling own shares. If the share option plan is carried out by the sale of own shares, the general meeting of the shareholders of the Company must have passed a resolution on the approval of the terms of the option plan and on the acquisition of own shares of the Company in order to implement the share option plan. The final way of implementation of the share option plan shall be decided by the Supervisory Board of the Company. 1.7. In case a person does not wish to exercise the option in the given year, the right to exercise it shall be transferred to the next year. 1.8. The technical terms for the exercise of the option shall be fixed in contracts signed by the entitled persons. 1.9. If the share value changes as a result of dividend payment, change in share capital or change in the nominal value of shares, the Supervisory Board of the Company may unilaterally change the option price according to this change. The option price shall not be changed if the share capital is increased by issuing new shares in the framework of this share option plan. 1.10. If the share option plan is carried out by issuing new shares, the share option shall be granted on the following terms: 1.10.1 Ekspress Grupp shall issue as many shares in the corresponding year as entitled persons wish to exercise share options; 1.10.2 shares shall be issued on the basis of the resolution of the Supervisory Board; 1.10.3 shares shall entitle the owner to dividends from the moment they have been issued; 1.10.4 the pre-emptive right of shareholders to subscribe to new shares being issued shall be excluded; 1.10.5 the option price shall be the weighted average price of shares at Tallinn stock exchange of three months preceding to the day of the approval of these option terms but not lower than the weighted average price of shares on the day that precedes the day when these option terms are approved; 1.11. If the share option plan is carried out by the sale of own shares, the option price shall be the weighted average price of the purchased shares. Further information: Priit Leito Chairman of the Management Board of AS Ekspress Grupp E-mail: priit.leito@ekspress.ee Tel: 669 8340