ANNOUNCEMENT FOR THE STOCK OPTION PLAN
The Board of Directors of the company “EPSILON NET” (the Company), whose shares are traded in the organized (regulated) market of the Athens Exchange, pursuant to the authorization granted by the General Meeting of the Shareholders on June 30, 2021, in its meeting of March 23, 2022 proceeded to the establishment of a stock option plan (hereinafter the “Plan”) for the provision of shares to Officers and Personnel of the Company and affiliated companies, in accordance with article 32 of Law 4308/2014.
The specific terms, the procedure and regulations of the Plan are as follows:
STOCK OPTION PLAN
1. Description of the plan
1.1. The Board of Directors of the Public Limited Company (S.A.) with the registered name “EPSILON NET” and the trade name “EPSILON NET S.A.”, General Commercial Registry (GEMI) No. 038383705000, with registered offices in the Municipality of Pylaia – Chortiatis, Thessaloniki Regional Unit (hereinafter the Company or EPSILON NET S.A.) whose shares are traded in the organized (regulated) market of the Athens Exchange, pursuant to the authorization granted by the General Meeting of the Shareholders on June 30, 2021, in its meeting of March 23, 2022 proceeded to the establishment of a stock option plan (hereinafter the “Plan”) for the provision of shares to Officers and Personnel of the Company and affiliated companies, in accordance with article 32 of Law 4308/2014, in order to reward their active participation in the achievement of the company’s objectives and enhance long term loyalty, as described in detail in article 3.1. hereof (hereinafter the “Beneficiaries”).
1.2. Specifically, the Plan consists of granting option rights (as defined in article 4 hereof) to the Beneficiaries, in order for the latter to purchase shares of the Company through their participation in the increase of the share capital of the Company at a specified price and at a specific time, in accordance with the conditions provided in this Plan for granting and exercising the option rights (hereinafter the “Rights”).
1.3. The Plan constitutes a voluntary benefit of the Company, freely revocable at any time by decision of the General Meeting of the Shareholders of the Company.
1.4. The Plan will be established and implemented within the scope of the provisions of article 113 pf Law 4548/2018 as currently in force.
2. Duration of the Plan
2.1. The Beneficiaries may exercise the rights in installments, in accordance with the provisions of article 4 hereof. The duration of the Plan is set at two (2) years, meaning that the Rights granted to the Beneficiaries may be exercised no later than May 2024, in accordance with the specific provisions of the Plan.
2.2. The share capital of the Company will be adjusted accordingly and in proportion to the rights exercised by the Beneficiaries, by decision of the Board of Directors pursuant to the provisions of the law and the terms hereof.
3. Beneficiaries of the Plan and number of Rights
3.1. The Beneficiaries of the Plan are Officers of the Management and Personnel of the Company and its affiliated companies, within the meaning of article 32 of Law 4308/2014, who will be selected based on position of responsibility, seniority, achievement of objectives and general evaluation criteria.
3.2. The Board of Directors during a regular meeting, no later than the last week of March 2022, March 2023 and March 2024, shall determine the list of Beneficiaries and the respective number of Option Rights that will be granted to each employee.
3.3. The number of the Option Rights to be distributed in the context of the Plan may amount to one million six hundred thousand (1,600,000) for its entire duration (i.e. until May 2024). Therefore, the total number of shares that will be issued if the Board of Directors grants the maximum number of Rights and the Beneficiaries exercise all of them, may not exceed 1,600,000 shares.
4. Features of the rights granted
4.1. The rights granted provide to every Beneficiary the right to participate in the increase of the share capital of the Company, in accordance with the law, with a number of shares of the Company (hereinafter the “Shares”) equal to the number of Rights granted. The Shares shall be issued at the predetermined subscription price, as specified in paragraph 4.3. hereof.
4.2. The Shares provided to the Beneficiaries after the exercise of their Rights will be common registered shares with voting right.
4.3. The subscription price of the Shares provided to the Beneficiaries due to the exercise of the Rights granted to the them amounts to sixty cents (0.60) (hereinafter the “Subscription Price”).
4.4. The Rights are personal, granted exclusively to the Beneficiaries, are not burdened by encumbrances or other rights in rem, may not be assigned to third parties or transferred by legal act inter vivos. Any disposal or establishment of encumbrance is invalid against the Company and entails the automatic loss of the Right.
5. Exercise of the Rights.
5.1. The Rights will be exercised in installments as follows:
– On April 1, 2022, up to 37.5% of the granted Rights may be exercised, i.e. up to six hundred thousand (600,000) rights (hereinafter the “first exercise period”).
– On April 1, 2023, up to 31.25% of the granted Rights may be exercised, i.e. up to five hundred thousand (500,000) rights (hereinafter the “second exercise period”).
– On April 1, 2024, the remaining granted Rights may be exercised, i.e. up to 31.25% of the granted Rights, i.e. up to five hundred thousand (500,000) rights (hereinafter the “third exercise period”).
5.2. In order to exercise a Right, the Beneficiary must declare in writing, using the standard form provided by the Company, their intention to exercise the Rights in accordance with the terms of the Plan. The validity of the statement for the exercise of the Rights is subject to the condition of payment of the exercise price to a dedicated bank account in the name of the Company, notified by the Company and kept in a credit institution operating in Greece or abroad. The submitted statement may not be revoked.
5.3. The deadline for submitting the statement for the exercise of the Rights of the first period and the payment of the respective price for the exercise of the Rights starts on April 1, 2022 and ends on April 30, 2022, the deadline for submitting the statement for the exercise of the Rights of the second period and the payment of the respective price for the exercise of the Rights starts on April 1, 2023 and ends on April 30, 2023 and the deadline for submitting the statement for the exercise of the Rights of the third period and the payment of the respective price for the exercise of the Rights starts on April 1, 2024 and ends on April 30, 2024.
5.4. The Beneficiaries are entitled to exercise the Rights in whole or in part, exclusively within the deadline set in article 5.3., subject to the evident condition of par. 2.1. hereof.
6. Conditions for the exercise
6.1. In order to exercise the Rights in accordance with the provisions of par. 5.3. hereof, the Beneficiaries, at the time of the exercise, must validly have one of the capacities listed in article 3.1. hereof.
6.2. All Rights automatically cease to exist in the event of voluntary resignation, termination or retirement of a Beneficiary due to age or invalidity.
6.3. All Rights automatically cease to exist in the event of termination of the employment contract of a Beneficiary due to disciplinary offense and/or criminal act.
7. Amendment of Plan terms
7.1. In case of corporate events or acts that cause, without new contributions, a change to the total number of shares (e.g. division or merging of shares) or occurrence of other corporate events, the terms of the Plan may be amended by the Board of Directors (at its absolute discretion) in a manner that does not affect the rights of the Beneficiaries and regardless of the adjustment of the trade price or nominal value of the share.
7.2. If the events of paragraph 7.2. occur, the Beneficiaries will be promptly notified by the Company with proof of receipt.
7.3. Any contributions, withholdings or payments in general that arise according to tax and/or social insurance law, will be regulated by the relevant provisions as in force from time to time.
8. Share capital increase
8.1. According to article 113, par. 3 of Law 4548/2018, after the Beneficiaries exercise the Rights, the Board of Directors shall issue and deliver the Shares to the Beneficiaries and shall take a decision for the increase of the share capital of the Company by an amount equal to the Rights exercised, simultaneously amending the articles of association of the Company. Thereafter, the Board of Directors will issue a decision certifying payment of the share capital.
8.2. The Board of Directors, if required, will take any other action required for the delivery of the Shares to the Beneficiaries and the introduction of the Shares for trade in the Athens Exchange, pursuant to the terms of applicable law and subject to the condition of obtaining any required approval from the competent authorities.
9. Notices
9.1. All notices/disclosures addressed to the Beneficiaries according to the terms of the Plan, will be delivered with proof of receipt at the work or residence address of the Beneficiary or at the email address notified by the latter to the Board of Directors.
10. Amendment of the Plan
10.1. No change/amendment of the Plan may be construed as constituting a unilateral detrimental change to the terms of the employment contracts of the Beneficiaries and the Beneficiaries shall not be entitled to raise any indemnification or other claims against the Company for any cause related to this Plan.
10.2. In the event of amendment of the Plan the Board of Directors shall promptly notify the Beneficiaries in writing.
11. Termination of the Plan in emergency circumstances
11.1. In the event of dissolution, bankruptcy or placement of the Company under similar insolvency proceedings, the Rights are automatically voided and the Beneficiaries shall have no claim against the Company for any cause whatsoever.
12. Other terms – Applicable Law
12.1. The benefit hereby granted to the Beneficiaries in the form of the granted Rights does not constitute part of the employment contract between the Beneficiary and the Company nor part of their salary, therefore it shall not be taken into consideration for the calculation of any indemnity to the Beneficiary in the event of termination of the employment contract.
12.2. The cost of any relevant tax or expense directly or indirectly associated with the exercise of the Rights and the purchase of the respective Shares, regardless of when it must be paid, shall be exclusively borne by the Beneficiary.
12.3. The Plan, the Rights and any issue regarding the interpretation thereof shall be governed by Greek Law. The Courts of Thessaloniki shall have exclusive jurisdiction for the resolution of any disputes that may arise.
