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4. PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
| KOMISJA PAPIERÓW WARTOŚCIOWYCH I GIEŁD | ||||||||||||
| Raport bieżący nr | 37 | / | 2006 | |||||||||
| Data sporządzenia: | 2006-06-26 | |||||||||||
| Skrócona nazwa emitenta | ||||||||||||
| KETY | ||||||||||||
| Temat | ||||||||||||
| Regulamin opcji menedżerskich -wersja angielska | ||||||||||||
| Podstawa prawna | ||||||||||||
| Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne |
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| Treść raportu: | ||||||||||||
| W uzupełnieniu raportu bieżącego nr 37/2006 Spółka przesyła angielską wersję Regulaminu opcji menedżerskich. | ||||||||||||
| MESSAGE (ENGLISH VERSION) | |||
| THE RULES OF THE STOCK OPTION SCHEME FOR THE MANAGEMENT OF GRUPA KETY S.A. IN THE YEARS 2006-2014 These rules set out specific rules, procedure, time limits and terms of the stock option scheme for the management adopted by virtue of Resolution No. 14/06 of the Annual General Meeting of Shareholders of Grupa Kęty S.A. of 11 May 2006. DEFINITIONS: Shares, Series E Shares 274,800 (two hundred seventy four thousand and eight hundred) series E common bearer shares of the Company with the nominal value of PLN 2.50 (two zloty and fifty groszy) each and the total nominal value of PLN 687,000 (six hundred eighty seven thousand zloty) issued under Resolution No. 15/06 of the Annual General Meeting of Shareholders of 11 May 2006. Issue Price The issue price of series E Shares subscribed for as a result of exercising the pre-emptive right incorporated in: 1) series B Bonds - being the amount equal to average price of the Company's share quoted at the closing of trading sessions at the Warsaw Stock Exchange ("WSE") in the period from 1 January 2006 to 31 March 2006; 1) series C Bonds - the amount equal to average price of the Company's share quoted at the closing of trading session at WSE in the period from 1 January 2007 to 31 March 2007; 1) series D Bonds - the amount equal to average price of the Company's share quoted at the closing of trading session at WSE in the period from 1 January 2008 to 31 March 2008; Register register of Bonds referred to in Article 5a of the Bonds Act, kept by the trustee Bonds 274.800 (two hundred seventy four thousand and eight hundred) series B, C, D registered bonds of the Company, 91,600 bonds in each series, with the nominal value of PLN 1 (one zloty) each, where each bond incorporates the pre-emptive right to subscribe for Series E Shares issued under Resolution No. 15/06 of the Annual General Meeting of Shareholders of 11 May 2006. Bond Holder eligible person within the meaning of § 1 section 1 for whom rights from Bonds are entered into the register Offer the offer to subscribe for Bonds made by the Trustee to an eligible person within the meaning of § 1 section 1 within the process of exercising the Option. Option non-transferable personal right of an eligible person, for the purpose of § 1 section 1, to acquire from the Trustee bonds with the pre-emptive right to subscribe for Series E Shares within the conditional increase in the Company's share capital, upon the satisfaction of conditions set out in the Company's Resolution and in these rules. Trustee an entity elected under the resolution of the Supervisory Board, upon the request of the Management Board. Scheme, Stock Option Scheme for the Management Stock option scheme for the management as described in the Company's Resolution. Supervisory Board Supervisory Board of Grupa KĘTY S.A. Company Grupa Kęty S.A. based in Kęty Tranche each of the three tranches of Options referred to in item 1(g) of the Company's Resolution. Company's Resolution Resolution No. 14/06 of the Annual General Meeting of Shareholders of Grupa Kęty S.A. of 11 May 2006 on the Company's Stock Option Scheme for the Management Act on Trading Act of 29 July 2005 on trading of financial instruments (Journal of Laws of 2005 No. 183, item 1538) [with amendments to be made thereto under other acts of law] Bonds Act Bonds Act of 29 June 1995 (Journal of Laws of 2001 No. 120 item 1300 as amended). Offer Act Act of 29 July 2005 on public offering and terms of introducing financial instruments to organized trading and on public companies (Journal of Laws No. 184, item 1539) [with amendments to be made thereto under other acts of law] General Meeting of Shareholders General Meeting of Shareholders of Grupa KĘTY S.A. Management Board Management Board of Grupa KĘTY S.A. §1 ELIGIBLE PERSONS. OPTIONS ALLOTMENT 1. Options may be allotted to persons who are: 1) members of the Company's Management Board; 2) members of the management boards of subsidiaries and associates; 3) key employees of the Company, its subsidiaries or associates - designated in the Resolution referred to in section 3, hereinafter referred to as "Eligible Persons" 2.The terms and expressions as used in section 1 shall have the following meaning: 1) a subsidiary - a company for which the Company is a parent company within the meaning of art. 4.14 of the Offer Act;2) an associate - a company over which the Company exerts a significant influence within the meaning of the accounting law;3) an employee - a person employed in the Company, its subsidiary or associate under a contract of employment or who performs work, services or other duties for such a company under a contract of employment, mandate agreement or other similar legal relationship with such a company;4) key employee - an employee whose work is of fundamental significance for the operation of the Company, its subsidiaries or associates due to the fact that such a person makes or participates in the making of decisions material for the business of a given company or the activities of such a person greatly contribute to the development of a given company, also to the increase in its income or profits.3.Designation of Eligible Persons takes place separately for each Tranche, by virtue of: 1) resolution of the Management Board adopted upon approval of the Supervisory Board - as regards Eligible Persons being non-members of the Management Board;2) resolution of the Supervisory Board - as regards Eligible Persons, members of the Management Board; - by 31 August of 2006, 2007 and 2008 respectively, subject to section 6. The resolution shall include in particular the identification data of the Eligible Person (name, surname, address, PESEL ID number) and his/her position or function in the Company, a subsidiary or associate respectively. 4. No more than 40 Eligible Persons may be designated in a given Tranche; the same person may be designated in each Tranche. The total number of Eligible Persons under the Scheme may not exceed 99.5. The Eligible Persons indicated in section 3 shall be allotted, by the Supervisory Board, under a resolution, Options by 30 September 2006, 2007 and 2008 respectively. The resolution shall include in particular: 1) the identification data of the Eligible Person (name, surname, address, PESEL ID number);2) his/her position or function in the Company, a subsidiary or associate respectively;3) the number and series of Bonds to be acquired by an Eligible Person, equal to the number of Shares to be subscribed for as a result of exercising the pre-emptive right from Bonds under an Option allotted in a given Tranche, providing that all financial conditions for Options exercise set out in the Company's Resolution are met. 6.The Supervisory Board may designate Eligible Persons who are members of the Management Board and allot Options to them by 30 September 2006, 2007 and 2008 respectively.7.The number of Bonds resulting from the allotted Options in a given Tranche is determined for each Eligible Person under the following criteria: 1) position or function;2) scope of an employee's duties;3) length of employment;4) assessment of the employment history and accomplishments. The total number of Bonds resulting from the Options allotted to members of the Management Board during the Scheme may not be higher than 137,000 Shares. 8.The Supervisory Board, upon consultation with the Management Board, may refuse to allot Options to a given Eligible Person when the assessment referred to in section 7 item 4 is negative.9.The Supervisory Board shall submit the resolution on the Options allotment to the Management Board immediately upon its adoption. The Company, within 10 working days following the receipt of the resolution, shall send a written notice to an Eligible Person on the allotment of Options, including in particular: 1) the number of Bonds to be acquired by an Eligible Person by exercising Options of a given Tranche;2) terms and dates of Options exercise;3) the reminder on the requirement of giving immediate notice to the Company by an Eligible Person on changes in personal and contact data. 10.Under the resolutions of the Supervisory Board on the allotment of Options, the Management Board shall establish and keep a list of Eligible Persons who were allotted Options. The copy of the list certified for the compliance with the original shall be submitted to the Trustee not later than within 15 (fifteen) working days prior to the date of exercising Options of a given Tranche.11.Under a given Tranche, a new person replacing an Eligible Person indicated pursuant to section 3 who deceased, lost the right to participate in the Scheme and exercise Options in the case defined in § 4 or waived the right, may not be designated earlier than after the lapse of the deadline referred to in section 3, subject to section 8. 12.It is not possible to dispose, to another person, of an Option allotted under a given Tranche to an Eligible Person who deceased, lost the right to participate in the Scheme and exercise Options in the case defined in § 4 or waived the right.§2 BONDS STATUS 1.The basis for the issue of Bonds is Resolution of the Annual General Meeting of Shareholders No. 15/06 of 11 May 2006 on the issue of series B, C and D bonds with pre-emptive right to subscribe for series E shares of the Company and conditional increase in share capital by means of the issue of series E shares, excluding the pre-emptive right of existing shareholders to subscribe for shares (as regards Series E Shares and series B, C and D bonds), to facilitate the subscription of series E shares by Eligible Persons who will acquire the Bonds from the Trustee upon exercising the Options under the Scheme.2.The nominal value of Bonds shall be PLN 0.01 (one grosz) each. The Bonds shall be interest-free.3.The Bonds shall be issued by a non-public offer under Article 9.3 of the Bonds Act. The offer to acquire all Bonds at issue price equal to the nominal value shall be made to the Trustee selected by the Management Board with the approval of the Supervisory Board.4.Bonds are registered securities in a non-certificated form and are entered into the Register. Rights from Bonds arise upon making an entry in the Register and are vested with a Bond Holder.5.The register of Bonds shall be established and kept by the Trustee under an agreement concluded by the Company with the Trustee prior to making an offer to them to acquire Bonds. The agreement also provides for the duty of the Trustee to transfer the Bonds to Eligible Persons upon the Company's request and offer Shares to them upon exercising the pre-emptive right incorporated in Bonds. In this agreement, the Trustee undertakes not to exercise the pre-emptive right to subscribe for Shares. 6.Payments under the Bonds shall be made by the Company via the Trustee. §3 EXERCISING OPTIONS1. An Eligible Person may, upon exercising the Option of a given Tranche, acquire, from the Trustee, the number of Bonds allotted to him/her by the Supervisory Board pursuant to § 1.5, and further exercise the pre-emptive right to subscribe for the Shares of the Company incorporated in such Bonds, if, from the date of allotting Options to such a person, at least three years of his/her employment, within the meaning of § 1.2.3, or performing a function in the Company, a subsidiary or an associate lapsed, and all financial conditions for Options exercise in a given Tranche set out in section 1(i) items (ii)-(v) of the Company's Resolution were satisfied. 2. If all financial conditions for Options exercise set out in section 1(i) items (ii)-(v) of the Company's Resolution are not satisfied, the number of Bonds to be acquired in a given year for all Eligible Persons upon the exercise of the Options of a given Tranche shall be proportionally decreased in relation to the number allotted by the Supervisory Board pursuant to § 1.5, having regard for fact that the condition for designating Bonds for acquisition in a given year, which constitute: 1) 25% of a given Tranche is the accomplishment of rate of return on share ratio at least equal or higher than the growth of WIG index for the same period as the rate of return on share;2) 25% of a given Tranche is the accomplishment of the rate of return on share ratio at least 9 p.p. higher than the growth of WIG index for the same period as the rate of return on share;3) 25% of a given Tranche is the accomplishment of increase in per share EBITDA of 40%;4) 25% of a given Tranche is the accomplishment of increase in net earnings per share of 64%. Rate of return on share, increase in per share EBITDA and net earnings per share have been defined in section 1 (j), section 1(k) and section 1(l) of the Company's Resolution. 3.The Trustee shall transfer the Bonds to the Eligible Persons at the price equal to the nominal value amounting to PLN 0.01 (one grosz) per Bond, in the following periods, subject to section 4:1) Series B Bonds - from 1 October 2009 to 30 June 2012;2) Series C Bonds - from 1 October 2010 to 30 June 2013;3) Series D Bonds - from 1 October 2011 to 30 June 2014.4.In the event of Eligible Persons who are members of the Company's Management Board, the Bonds may be transferred to them from: 1) 1 March 2010 - for Series B Bonds;2) 1 March 2011 - for Series C Bonds;3) 1 March 2012 - for Series D Bonds; 5.The Trustee shall make, to each Eligible Person designated in the list of Eligible Persons referred to in § 1.10 ("List"), a written Offer which shall define in particular the number of Bonds that a given Eligible Person will be allowed to acquire upon exercising the Option of a given Tranche. Offers on Bonds to be transferred to particular Eligible Persons shall be made by the Trustee by the date which will make it possible to receive the Offer prior to the following date: 1) 1 October 2009 - for Series B Bonds;2) 1 October 2010 - for Series C Bonds;3) 1 October 2011 - for Series D Bonds.The Offer shall be made by sending a registered letter by the Trustee to the address of the Eligible Person included in the List. The Offer shall expire in cases referred to in § 4 sections 2, 3 and 4, or in the case of a failure by an Eligible Person to place, within the time limit set out in section 3, an order for Bonds which shall be deemed as the acceptance of the Offer. 6.Orders for Bonds shall be accepted in customer service centers specified by the Trustee in the Offer. Eligible Persons may place orders for the number of Bonds not exceeding the number of Bonds specified in the Offer. 7.An Eligible Person, to exercise the right to subscribe for Series E Shares, along with order for Bonds, shall make a statement on the subscription of the number of Shares equal to the number of acquired Bonds and shall make a request to redeem Bonds. 8.The Trustee shall set out the time limits for placing orders for Bonds by Eligible Persons in the Offer. Orders for Bonds, statements on the subscription for Shares and payments for Bonds and Shares shall be accepted for the first 5 (five) working days of each month falling in the period defined in section 3.9.Not later than on the day of placing an order for Bonds, an Eligible Person shall make the total payment for Bonds and, if he/she makes a statement on the subscription for Shares, of the total payment for Series E Shares acquired under the statement.10.Within 3 working days following the termination of accepting orders for Bonds of a given series and statements on the subscription for Shares, the Trustee, on the basis of correctly completed and paid for order for Bonds, the statesmen on the subscription for Shares and the List, shall transfer the Bonds to particular Eligible Persons. If a given Eligible Person places an order for the number of Bonds higher than the number of Bonds to be acquired by the person pursuant to section 1 or section 2, the Trustee shall transfer upon such a person such a number of Bonds that such a person may actually acquire under a given Tranche, and the number of Shares indicated in the statement on the subscription for Shares shall be amended accordingly. At the same time, the number of Shares for which a given Eligible Person made a subscription shall be amended accordingly. Shares will be entered into respective securities accounts of Eligible Persons, under the Act on Trading, pursuant to the regulations on the National Depositary for Securities.11. Each Bond shall entitle its holder to subscribe for 1 (one) Series E Share.12. The pre-emptive right to subscribe for Series E Shares under a given series of Bonds shall be exercised at the Issue Price stated by the Trustee in the Offer. 13.The Bonds shall be redeemed by the Company at the nominal value on: 1) 30 June 2012 - for Series B Bonds;2) 30 June 2013 - for Series C Bonds;3) 30 June 2014 - for Series D Bonds;subject to section 14. 14.The Bonds for which the pre-emptive right to subscribe for Series E Shares associated with them was exercised shall be redeemed by the Company within 30 (thirty) days at the latest from the date of submitting by the Bond Holder of a statement on the subscription for Series E Shares and the order to redeem Bonds. Should the redemption date determined in such a manner fall after:1) 30 June 2012 - for Series B Bonds;2) 30 June 2013 - for Series C Bonds;3) 30 June 2014 - for Series D Bonds;- the Bonds of a given series shall be redeemed on that day respectively. §4 OTHER SCHEME TERMS AND CONDITIONS1. The rights under the Options may not be transferred upon third party or entity.2. When the employment of an Eligible Person being an employee of the Company, its subsidiary or associate is terminated or such an Eligible Person ceases to perform a function in such a company only upon his/her own initiative and is not related to the performance of his/her right to pension, such an Eligible Person shall lose his/her right to exercise Options under a given Tranche, subject to section 4:1) after 1 (one) month from the date of cessation of the employment or ceasing to perform a function, when on the date of the cessation of the employment or performing a function, the first deadline for exercising the Options under a given Tranche referred to in § 3.3 or 4 lapsed;2) on the date of cessation of the employment or performing a function when, on the date, the deadline for exercising the Option of a given Tranche referred to in § 3.3 or 4 have not lapsed yet.3. In case of an Eligible Person being an employee of the Company, its subsidiary or associate which at the same time performs a function in such a company, the effect specified:1) in section 2.1 arises after a lapse of 1 (one) month from the date of the cessation of employment in the Company, its subsidiary or associate; 2) in section 2.2 arises on the date of the cessation of employment in the Company, its subsidiary or associate. 4. In case of a termination of employment with a given Eligible Person under art. 52 of the Labour Code, an Eligible Person shall lose, on the date of terminating the employment, the right to exercise the Options of a given Tranche irrespective of the fact whether or not, on the day of terminating the employment, the first deadline for exercising Options of a given Tranche referred to in § 3.3 or 4 lapsed.5. The loss of the right to participate in the Scheme and exercise Options in circumstances set out in sections 2-4 shall be determined by virtue of a resolution of the Management Board and in case of Eligible Persons who are members of the Company's Management Board, by a resolution of the Supervisory Board.6. In the case of delivering to the Trustee a resolution referred to in section 5, after placing an Offer to an Eligible Person that the resolution relates to, but prior to the placing of an order for the Bonds by that person, the Offer shall expire on the day of delivering the resolution to the Trustee.7.The employment referred to in this paragraph shall mean the employment set out in § 1.2.3. §5 RESTRICTIONS ON BONDS TRANSFERABILITY Bonds shall not be transferable, except for the following cases which shall be defined in the Bonds issue terms: 1) transferring Bonds by the Trustee to Eligible Persons, under the rules set out in these Rules;2) buying back the Bonds by the Company to redeem them;3) transferring the Bonds to another Trustee if the previous Trustee is changed.§6 FINAL PROVISIONS 1.These Rules shall not constitute an offer under Article 66 and the following articles of the Civil Code. These Rules fail to provide for any claims for Eligible Persons concerning the transfer of the Bonds upon them.2.Any and all amendments to these Rules must be made by virtue of a resolution of the Supervisory Board.3.Any disputes which may result from the interpretation or performance of these Rules shall be solved by a common court having jurisdiction over the Company's registered office.4.Any and all public liabilities payable to the State Treasury (including social security contributions) related to the acquisition of Bonds by the Eligible Person and the subscription for Shares shall be covered by an entity specified in the laws and regulations regarding such liabilities. When such a regulation fails to define the entity which is to pay such a liability, it shall be paid by the Company. |
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INFORMACJE O PODMIOCIE >>>
| PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ | |||||
| Data | Imię i Nazwisko | Stanowisko/Funkcja | Podpis | ||
| 2006-06-26 | Dariusz Mańko | Prezes Zarządu | |||
| 2006-06-26 | Adam Piela | Członek Zarządu | |||