Informative memorantum (Stock Option Plan)

In the framework of the annual implementation of the Stock Option Plan (the Plan) addressed to the INTRALOT's Management, the personnel of INTRALOT and of INTRALOT's subsidiaries, as it (Plan) was approved by the Extraordinary General Meetings of the Shareholders of the company on 28/02/2001 and 27/09/2001 and in accordance with the article 4 par. 1ε of Law 3401/2005, INTRALOT (the "Company") informs the investors the following:

- In the framework of the implementation Plan, as it is described below, the personnel of the Company entitled to the Stock Option, will have to declare (written) to the Board of Directors of the Company their will to exercise fully or partially their Rights and pay in cash the price during the first fifteen (15) days of December 2005.
- After the prior years exercise of the Rights from a total of 134 employees of the Company and its subsidiaries, the above offer concerns 24 employees of the Company and its subsidiaries and relates to 105,830 new common registered shares of INTRALOT, with a nominal value of 0.37 each, that will stem from the share capital increase of the Company that will take place on January 2006, without amendment of it's the Company's statutes and without preference right of the existing shares during the issuance, according to the article 13 par. 9 of Codified Law 2190/1920.
According to the Plan (in effect from November 2002), the issuance price of the new shares, whenever the Rights are exercised, is 5.87 per share. However, following the decision of the Board of Directors of the Company (and in execution of the decisions of the General Meeting of the shareholders of the Company which provide that in the event that the number of shares of the Company is altered then both the number of the shares of the beneficiary, and the offer price will be readjusted so as to allow that the proportion of participation of each beneficiary to the share capital of the Company will remain constant), the issuance price of the new shares, due to the increase of the share capital of the Company, after the decision of the General Meeting taken on 04/05/2005 and the issuance of one new share for each old, for the current year and the years to come, was set to 2.935 per share. INTRALOT's Board of Directors during January 2006, will decide and proceed to the increase of the share capital of the Company and the issuance of new common registered shares, in proportion with the number of rights that will have been exercised, the declarations of the beneficiaries and the number of shares for which the price will be paid during December 2005.
Following the timely payment of the shares from the beneficiaries, the Board of Directors will certify the payment for the increase of the share capital and will proceed to all legal actions, according to the applicable, so as the new shares will start to be traded in the Athens Stock Exchange.

BRIEF DESCRIPTION OF THE PLAN
According to the Plan, that was approved by the Extraordinary General Meetings of the shareholders of the Company on the February 28th, 2001 and on the September 27th, 2001:
a)the shares of INTRALOT that will be issued finally, if all the granted rights will be exercised, will not exceed the 5% of the shares of the Company at that time (37,082,000), thus they will not be in excess of 1,854,100 shares.
b)the offer price of each share was initially set at 5.87 per share.
c)beneficiaries of the Stock Option are the Chairman, the CEO, the Members of the Board of Directors of the Company and of its subsidiaries, their directors and other executives irrespective of the term of their employment, as well as other employees that on 31/12/2000 had completed five years of employment in the Company, including their previous employment in subsidiaries and/or in associate companies. The beneficiaries, according to the above, shall notify to the Company the exact number of shares for which they will participate their option. The payment of the price that corresponds to these shares takes place within the first fifteen days of December, on the same year that they will provide the notification.
d)the exact number of shares that each beneficiary will receive has been determined from the Management of the Company based on the employment period in the Company and the individual attributes of the employee (experience, remuneration, know-how, prospects, postgraduate studies, replacement difficulties of the employ, key person e.t.c.).
e)the beneficiaries, if they wish so, may exercise their rights partially during a five (5) years period as from the notification, following the same procedure. The Stock Option rights of each participant to the Plan is barred following the lapse of five years from its finalization.
f)in case that the number of the shares of the Company will alter, there will be a readjustment to the number of shares of the beneficiary, as well as to the offer price, so as the proportion of participation of each beneficiary to the share capital of the Company will remain constant.
g)The Stock Option rightis personal and it can not be transferred and assigned. However, in case of decease of the beneficiary, the Stock Option rights can be exercised from his/her heirs.
h)the beneficiary loses his option right for all of the shares, in case that he voluntarily resigns from his position until 31/12/2003.

Finally, in case of dismissal due to a punishable behavior, the beneficiary loses his/her Stock Option rights.


In any case the above right expires ipso jure on 31/12/2008. The people responsible for the preparation of this memorandum and the accuracy of its content are:
1.Mr. John Pantoleon, General Director of Finance and Development, 64 Kifissias Ave. & 3, Premetis Str., Maroussi, tel. 210-61.56.000
2.Mr. Vasilios Vasdaris, Director of Finance, 64 Kifissias Ave. & 3, Premetis Str., Maroussi, tel. 210-61.56.000.

The present informative memorandum will be available to interested parties at INTRALOT premises (64 Kifissias Ave. & 3, Premetis Str., 15125 Maroussi). It will be also available at the site of the Company (http://www.intralot.com). Anyone that wish to acquire additional information, may contact the Shareholders Department of the Company during working days and hours with the offices of the Company at Maroussi, 64 Kifissias Ave. & 3, Premetis Str, tel. 210-61.56.000.


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