SIDENOR S.A. (the Company), in the framework of the annual implementation of a share offer Programme to its management and personnel in the form of a Stock Option plan, as the Programme in question was initially decided upon at the General Meeting of Company shareholders for the purchase of its shares (the Plan), according to article 4 par.1e of L.3401/2005, informs the public of the following:
1. In the framework of the annual implementation of the Stock Option Plan, as the Plan is described below, those entitled to the stock options are called from November 1 till November 30, 2006 to declare in writing to the Company''s Board of Directors - by filling in a special form granted by the Company - their intention to exercise their rights in full or partially.
2. This offer is addressed to 8 persons (Members of the Board of Directors, General Managers, managers), to whom the stock option rights were granted in 2002 and it concerns 901.900 new Common Bearer Company shares of nominal value 0.41 euro each, which will arise from the Company?s share capital increase to be performed in December 2006, without amendment of the Company''s Articles of Association and without a preemptive right of the existing, at the time of the share issue, shares, according to article 13 par.9 of Cod. Law 2190/1920.
3. The fully paid share capital of the Company amounts today to 39.157.716,66 euro, divided in 95.506.626 Common Bearer shares of nominal value 0.41 euro each.
4. According to the Plan, the issue price of the new shares has been set to 3.55 euro each.
5. Following the timely deposit of the value of exercised rights by the entitled parties, the Company Board of Directors will proceed to an increase of share capital and the issuance of new common bearer shares, depending on the number of rights exercised through the abovementioned declarations.
Afterwards, the Board of Directors will undertake all lawful actions, according to the legislation in force, in order for the shares corresponding to exercised rights to be admitted for trading at the Athens Exchange.
6. The number of new shares, which will ultimately be issued and whose admission to the Athens Exchange will be requested, depends on the number of shares for which the relevant right will be exercised and the corresponding amount being deposited.
BRIEF DESCRIPTION OF THE PLAN
Based on a resolution of the General Meeting of Company shareholders on 26.06.2002, a share offer Programme for Company (and affiliated companies) management and personnel in the form of a Stock Option plan was established, setting the highest number of shares which may ultimately be issued, if all granted rights are exercised.
- The Company Board of Directors each year - starting from November 2002 - has granted stock option rights for Company shares purchase which are established at 10% per year with the first exercise year being 2006. Entitled to these rights are members of the Board of Directors, management and other Company executives. The stock option rights lapse if the beneficiary leaves the Company or the Group willingly or is dismissed before these rights are established or exercised within the given period of time.
- The exact number of stock option rights for each entitled party is determined by a decision of the Company Board of Directors, according to the party''s position, productivity and general presence in the Company.
- Vest period: The rights are to be exercised during November with a submission of a written statement by the entitled party to the Company and the simultaneous deposit of the exercised rights'' value.
- The strike price of each right is set at 3.55 euro for each right.
The strike price as determined above, is deposited in full during the exercise of the stock option rights.
People responsible for the drafting of the information circular:
Responsible for the draftingthis information circular and the accuracy of its contents is Mr. Natsis Konstantinos, Group CFO (Ethnikis Antistaseos 57b -Chalandri 15134):
Interested parties may obtain the information circular from the Company offices in Athens (Ethnikis Antistaseos 57b - Chalandri 15134) and in electronic form from the Company?s website (www.sidenor.gr).
For further information, please contact the Shareholders? Department at the Company offices, during working days and hours (tel.: +30 210-6787680).