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09.05.2016 15:40:36
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DGAP-HV: RNTS Media N.V.
RNTS Media N.V. / Bekanntmachung der Einberufung zur Hauptversammlung
09.05.2016 15:40
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der
EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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RNTS Media N.V.
Amsterdam
Notice of the Annual General Meeting of Shareholders of RNTS Media
N.V.
to be held on 15 June 2016
RNTS Media N.V. (the Company) invites its shareholders to its Annual
General Meeting of Shareholders (AGM) to be held at the offices of
Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands,
on 15 June 2016, at 12:00 AM CET. The language of the meeting shall be
in English.
The agenda items of the AGM will be as follows:
Agenda
1. Opening and announcements
2. Annual Accounts 2015
(a) Report by the management board regarding the
financial year 2015 (discussion)
(b) Implementation of the remuneration policy for the
management board in the financial year 2015 (discussion)
(c) Proposal to adopt the 2015 annual accounts (vote)
(d) Proposal to discharge the management board
members from liability (vote)
(e) Proposal to discharge the supervisory board
members from liability (vote)
3. Management Board
(a) Proposal to appoint Mr Heiner Luntz as management
board member A (CFO), for a period of four years ending at
the close of the 2020 AGM (vote)
(b) Proposal to appoint Mr Ziv Elul as management
board member B, for a period of four years ending at the
close of the 2020 AGM (vote)
4. Supervisory Board
(a) Proposal to appoint Prof. Dr. Thorsten Grenz as
supervisory board member for a period of four years ending
at the close of the 2020 AGM (vote)
(b) Proposal to appoint Mr Jens Schumann as
supervisory board member for a period of four years ending
at the close of the 2020 AGM (vote)
(c) Proposal to appoint Dr. Crid Yu as supervisory
board member for a period of four years ending at the close
of the 2020 AGM (vote)
(d) Proposal to reappoint Mr Dirk van Daele as
supervisory board member (chairman) for a period of four
years ending at the close of the 2020 AGM (vote)
5. Proposal to amend the articles of association of
the Company (vote)
6. Proposal to amend the RNTS Media N.V. Stock Option
Plan (vote)
7. Shares
(a) Proposal to authorise the management board to
resolve that the Company may acquire its own shares (vote)
(b) Proposal to designate the management board as the
competent body to issue shares (vote)
(c) Proposal to designate the management board as the
competent body to restrict or exclude pre-emptive rights
upon issuing shares (vote)
(d) Proposal to designate the supervisory board as
the competent body to grant members of the management board
rights to subscribe for shares pursuant to the Stock Option
Plan (vote)
(e) Proposal to designate the supervisory board as
the competent body to restrict or exclude pre-emptive rights
with respect to the granting of rights to subscribe for
shares under agenda item 7(d) (vote)
8. Proposal to appoint the external auditor for the
financial year 2017 (vote)
9. Any other business and close of the meeting
Meeting documents
The agenda above and the explanatory notes thereto (which include the
particulars of Mr Luntz and Mr Elul, Mr Grenz, Mr Schumann, Mr Yu and
Mr van Daele), as well as the Annual Report 2015 (which includes the
information as referred to in Section 2:392 paragraph 1 of the Dutch
Civil Code), the proposal for the amendment of the articles of
association and the revised Stock Option Plan are all available free
of charge on the Company's website: www.rntsmedia.com.
Record Date
The management board has determined that for this meeting the persons
who will be considered as entitled to attend the general meeting, are
those holders of shares who on 18 May 2016, after close of trading on
the regulated market segment (regulierter Markt) of the Frankfurt
Stock Exchange (Frankfurter Wertpapierbörse) (the Record Date), hold
those rights and are registered as such in the administrations of
their banks and brokers.
Registration to vote
Shareholders are entitled to vote up to the total number of shares
that they held at the close of trading at the Record Date, provided
they have registered their shares timely.
A confirmation by the bank in which administration the shareholder is
registered for the shares must be submitted to the Company, stating
that such shares were registered in his/her name at the Record Date.
With this confirmation, banks are furthermore requested to include the
full address details of the relevant holder in order to be able to
verify the shareholding on the Record Date in an efficient manner.
The confirmation must be sent by the shareholder's bank to the
Company, not later than on 8 June 2016. A copy of the confirmation may
be sent by e-mail to agm@rntsmedia.com. Please send the original
confirmation to the address of the Company listed below. The Company
will send an acknowledgement of receipt to the shareholder which shall
serve as an admission ticket for the AGM.
Voting by Proxy
Notwithstanding the obligation to register for the meeting, the right
to attend and to vote at the meeting may be exercised by a holder of a
written proxy. A form of a written proxy is available on the Company's
website. The written proxy must be received by the Company no later
than on 8 June 2016, 17:30 hours CET. The proxy to represent a
shareholder may (but needs not) be granted to Ms J.J.C.A. Leemrijse,
civil law notary with Allen & Overy LLP, by sending an email with
proxy and voting instructions to agm@rntsmedia.com no later than 8
June 2016 at 17:30 hours CET. Please send the original proxy to the
address listed below. A copy of the written proxy must be shown at the
registration prior to the start of the meeting.
If you intend to instruct your custodian bank for any of the above,
please be aware that their deadlines could be a number of days before
those mentioned above. Please check with the individual institutions
as to their cut-off dates.
Registration and identification at the meeting
Registration for admission to the meeting will take place from 11h00
am hours CET until the commencement of the meeting at 12h00 hours CET.
After this time registration is no longer possible. Persons entitled
to attend the meeting may be asked for identification prior to being
admitted by means of a valid identity document, such as a passport or
driver's license.
As of 3 May 2016 the issued share capital of the Company amounts to
EUR 11,453,333.30, divided into 114,533,333 ordinary shares of EUR
0.10 each.
For further information please see the Company's website
www.rntsmedia.com.
All communications to the Company or the management board in
connection with the foregoing must be addressed to the Company as
follows:
RNTS Media N.V.
attn.: Legal Department
Johannisstrasse 20
10117 Berlin
email: agm@rntsmedia.com
Berlin, Germany, 3 May 2016
The supervisory board and the management board
Explanatory notes to the agenda of the annual general meeting of
shareholders (AGM) of RNTS Media N.V. (the Company) of 15 June 2016
Agenda item 2
Annual Accounts 2015
(a) Report by the management board regarding the
financial year 2015
This item will be discussed.
The management board will report on the business and results of
operations for the financial year 2015.
(b) Implementation of the remuneration policy for the
management board in the financial year 2015
This item will be discussed.
In accordance with Section 2:135 paragraph 5a of the Dutch Civil Code,
the execution of the remuneration policy during the financial year
2015 is discussed on the basis of the information provided by the
Company in the 2015 annual accounts. The 2015 annual accounts, which
include the information required pursuant to Sections 2:383c through
2:383e of the Dutch Civil Code, is available on the website of the
Company http://www.rntsmedia.com/reports-presentations/.
(c) Proposal to adopt the 2015 annual accounts
This item will be voted on.
It is proposed to the general meeting to adopt the 2015 annual
accounts drawn up by the management board and approved by the
supervisory board. The auditor of the Company has audited the annual
accounts and issued an unqualified auditors statement (page 110 et
seq. of the 2015 annual accounts). The adoption of the 2015 annual
accounts includes the proposal of the management board to allocate the
losses of the Company for the financial year 2015 to the accumulated
deficit.
(d) Proposal to discharge the management board members
from liability
This item will be voted on.
In accordance with article 28.2 of the articles of association of the
Company, it is proposed to the general meeting to discharge all
members of the management board, including the members who left the
Company in 2015; Mr Roger van Diepen, who stepped down on 30 June 2015
and Mr Hyounghoon Han, who stepped down on 30 November 2015, from all
liability in relation to the exercise of their duties in the financial
year 2015, to the extent that such exercise is apparent from the 2015
annual accounts or has been otherwise disclosed to the general meeting
prior to the adoption of the 2015 annual accounts.
(e) Proposal to discharge the supervisory board
members from liability
This item will be voted on.
In accordance with article 28.2 of the articles of association of the
Company, it is proposed to the general meeting to discharge the
members of the supervisory board from all liability in relation to the
exercise of their duties in the financial year 2015, to the extent
that such exercise is apparent from the 2015 annual accounts or has
been otherwise disclosed to the general meeting prior to the adoption
of the 2015 annual accounts.
Agenda item 3
Management Board
(a) Proposal to appoint Mr Heiner Luntz as management
board member A (CFO), for a period of four years ending at the
close of the 2020 AGM
This item will be voted on.
In accordance with article 13.2 of the articles of association of the
Company, the supervisory board nominates Mr Luntz to be appointed as a
member of the management board.
Mr Luntz is a seasoned finance executive with more than 20 years of
experience in technology companies, managing organic growth and
acquisitions.
Mr Luntz (50), has German nationality and joined the Company on 1
October 2015, taking over from Mr Peter Waller, interim Chief
Financial Officer (CFO) of the Company.
Before joining the Company Mr Luntz served as the CFO of a number of
other tech companies: Integralis, Inc. (2010), There Corporation Oy
(2007), NTT Com Security AG, ND SatCom GmbH, First Data International
and Encorus Technologies. Prior to that he was the responsible person
for finance at Brokat Technologies AG.
Mr Luntz started his professional career in 1993 at the accounting and
auditing firm Arthur Andersen in Stuttgart, where he was particularly
involved in corporate acquisitions, growth companies and IPOs. During
this period, he qualified as a tax consultant and public auditor. He
gained his German qualifications as Steuerberater (tax advisor) and
Wirtschaftsprüfer (chartered accountant, CPA). Mr Luntz holds a BA in
European Business Administration from Reutlingen University and
Middlesex University, London, and a Degree as Diplom Betriebswirt (FH)
of ESB from Fachhochschule Reutlingen.
It is proposed to designate Mr Luntz as management board member A of
the Company and to appoint him as CFO. The proposed appointment is for
a term ending at the close of the annual general meeting of
shareholders to be held in 2020, which is the fourth year after the
year of the appointment.
The main elements of the management services agreement with Mr Luntz
are available in the section 'Management Information' on the Company's
website: http://www.rntsmedia.com/governance/. Mr Luntz already
participates in the Stock Option Plan in his capacity as a senior
executive and will continue to participate in the Stock Option Plan
following his appointment as a management board member.
(b) Proposal to appoint Mr Ziv Elul as management
board member B, for a period of four years ending at the close
of the 2020 AGM
This item will be voted on.
In accordance with article 13.2 of the articles of association of the
Company, the supervisory board nominates Mr Elul to be appointed as a
member of the management board.
Mr Elul (40), has Israeli nationality and is the CEO and co-founder of
Inneractive Ltd., a fast-growing, mobile RTB-based ad exchange focused
on powering display native and video ads. On 3 March 2016 the Company
announced that it has signed a definitive agreement to acquire 100% of
the share capital of Inneractive Ltd. (www.rntsmedia.com/news/).
The supervisory board is of the opinion that the appointment of Mr
Elul to the management board will form an important factor in ensuring
the efficient integration of Inneractive in order to generate
important revenue synergies for the combined group as quickly as
possible. In addition, the appointment of Mr Elul enables the Company
to make optimal use at board level of his specialist knowledge of
display, native and video ads which benefits the Company when
branching out into other key verticals such as entertainment,
productivity, news, messaging, social networking and utilities.
It is proposed to designate Mr Elul as management board member B of
the Company. The proposed appointment is for a term ending at the
close of the annual general meeting of shareholders to be held in
2020, which is the fourth year after the year of the appointment.
The main elements of the management services agreement with Mr Elul
are available in the section 'Management Information' on the Company's
website: http://www.rntsmedia.com/governance/. Mr Elul will be
eligible to participate in the Stock Option Plan following his
appointment as a management board member.
Agenda item 4
Supervisory Board
(a) Proposal to appoint Prof. Dr. Thorsten Grenz as
supervisory board member for a period of four years ending at
the close of the 2020 AGM
This item will be voted on.
As announced on 14 March 2016 the supervisory board proposes to
appoint Prof. Dr. Thorsten Grenz as a member of the supervisory board
for a term ending at the close of the annual general meeting of
shareholders to be held in 2020, which is the fourth year after the
year of the appointment.
Prof. Dr. Grenz (57) has German nationality and holds a Degree in
Business Administration as well as a PhD from the University of Kiel,
Christian-Albrechts-Universität Kiel, Germany. He is a professor at
Kiel university.
Prof. Dr. Grenz currently serves as President of Financial Experts
Association e.V., an organisation that provides training and
networking opportunities to its members and contributes to the
development of laws, standards and codices in areas of interest to the
financial expert. Prof. Dr. Grenz is also managing partner of Kimbria
Gesellschaft für Beteiligung und Beratung mbH, a company that invests
in start-up companies, preferably at an early stage of their
development and operates as a consulting boutique in the fields of the
German energy system and digital transformation of business systems.
Previously Prof. Dr Grenz served as CEO of Veolia Environmental
Services in Germany and held CFO positions at Hero (Switzerland)
Mobilcom (Germany) and Hapag Lloyd Container Linie (Germany).
Other supervisory board member positions held by Prof. Dr. Grenz are
in the supervisory boards of Gpredictive GmbH, a start-up, providing
predictive analytics solutions for marketing and sales (since 2013)
and Drägerwerk AG & Co. KGaA (since 2008).
Prof. Dr. Grenz currently holds no shares in the Company.
Prof. Dr. Grenz complies with the provisions of Section 2:142a of the
Dutch Civil Code limiting the number of supervisory positions that may
be held by supervisory board members of certain large companies within
the meaning of these provisions and also complies with the
independence criteria as defined in Best Practice Provision III.2.2 of
the Dutch Corporate Governance Code.
The supervisory board nominates Prof. Dr. Grenz not only because of
his knowledge of and experience in financial, legal, economic,
commercial, social and marketing areas but also because of his special
affinity with the niche areas in which the Company operates. In
addition Prof. Dr. Grenz has a wealth of experience with (the
management or supervision of the management of) internationally
operating listed companies.
In addition the nomination of Prof. Dr. Grenz supports the supervisory
board's aim of a diversified composition in terms of areas of
expertise and experience, gender and independence.
As a supervisory board member Prof. Dr. Grenz will be entitled to the
same remuneration for members of the supervisory board as was approved
by the general meeting at the 2015 AGM, being USD 100,000 per annum or
less upon decision of the supervisory board. Also, Prof. Dr. Grentz
will be entitled to coverage under the Company's D&O policy.
(b) Proposal to appoint Mr Jens Schumann as
supervisory board member for a period of four years ending at
the close of the 2020 AGM
This item will be voted on.
As announced on 14 March 2016 the supervisory board proposes to
appoint Mr Jens Schumann as a member of the supervisory board for a
term ending at the close of the annual general meeting of shareholders
to be held in 2020, which is the fourth year after the year of the
appointment.
Mr Schumann (42) has German nationality. Mr Schumann holds a law
degree from Westfälische Wilhelms-Universität Münster (specialising in
commercial and business law).
Mr Schumann was one of the founders of the German company ZEAL
Networks SE (formerly Tipp24 SE and formerly Jamany GmbH). He has been
active in many roles and positions in this company helping it to grow
to its current position as a listed company active in the markets of
online lottery, lottery related gaming and business to business
solutions. The shares in the capital of ZEAL Networks SE are admitted
to trading on the Prime Standard of the Frankfurt Stock Exchange.
Mr Schumann holds several other supervisory or advisory board
positions in companies active in, among other things, the field of
FinTech, these companies being LOTTO24 AG (since 2012), Next Media
Accelerator GmbH (since 2015) and Youvestor AG (since 2015).
Mr Schumann currently holds no shares in the Company.
Mr Schumann complies with the provisions of Section 2:142a of the
Dutch Civil Code limiting the number of supervisory positions that may
be held by supervisory board members of certain large companies within
the meaning of these provisions and also complies with the
independence criteria as defined in Best Practice Provision III.2.2 of
the Dutch Corporate Governance Code.
The supervisory board nominates Mr Schumann because, as former CEO and
co-founder of ZEAL Networks SE, he has acquired a wealth of experience
in and knowledge of growing and building a successful listed
multinational. More specifically his knowledge related to financial,
legal, economic, commercial, social and marketing areas is especially
valuable to the supervisory board.
In addition the nomination of Mr Schumann supports the supervisory
board's ambition of a diversified composition in terms of areas of
expertise and experience, gender and independence.
As a supervisory board member Mr Schumann will be entitled to the same
remuneration for members of the supervisory board as was approved by
the general meeting at the 2015 AGM, being USD 100,000 per annum or
less upon decision of the supervisory board. Also, Mr Schumann will be
entitled to coverage under the Company's D&O policy.
(c) Proposal to appoint Dr. Crid Yu as supervisory
board member for a period of four years ending at the close of
the 2020 AGM
This item will be voted on.
As announced on 14 March 2016 the supervisory board proposes to
appoint Dr. Crid Yu as a member of the supervisory board for a term
ending at the close of the annual general meeting of shareholders to
be held in 2020, which is the fourth year after the year of the
appointment.
Dr. Yu (46) has both Taiwanese and the American nationality. Dr. Yu
holds a master's degree and a PhD from the University of California
Berkeley. Dr. Yu currently holds the position of vice president and
chief revenue officer of Jana Mobile, Inc., a developer of a mobile
rewards platform, which enables companies to recognise customers for
product registration and use, product referrals and product purchases.
Dr. Yu started his career with McKinsey & Company, Inc. following
which he held (senior) directorships with companies ranging from
Google, Inc., to Inmobi Technologies Private Limited and Philips
Semiconductors, Inc.
Dr. Yu currently holds no shares in the Company.
Dr. Yu complies with the provisions of Section 2:142a of the Dutch
Civil Code limiting the number of supervisory positions that may be
held by supervisory board members of certain large companies within
the meaning of these provisions and also complies with the
independence criteria as defined in Best Practice Provision III.2.2 of
the Dutch Corporate Governance Code.
The supervisory board nominates Dr. Yu because of his experience and
knowledge of the ad-tech industry and mobile advertising which he
acquired at Google and Inmobi. Furthermore, the supervisory board
deems his specific knowledge of the important Asia Pacific and Latin
and North American markets very valuable.
In addition, the nomination of Dr. Yu supports the supervisory board's
aim of a diversified composition in terms of areas of expertise and
experience, gender and independence.
As a supervisory board member Dr. Yu will be entitled to the same
remuneration for members of the supervisory board as was approved by
the general meeting at the 2015 AGM, being USD 100,000 per annum or
less upon decision of the supervisory board. Also, Dr. Yu will be
entitled to coverage under the Company's D&O policy.
(d) Proposal to reappoint Mr Dirk van Daele as
supervisory board member (chairman) for a period of four years
ending at the close of the 2020 AGM
This item will be voted on.
In accordance with the rotation plan of the supervisory board the term
of appointment of Mr van Daele ends on 8 January 2017. In order to
ensure that the end of the term for which a member of the supervisory
board has been appointed coincides with the date of the AGM, the
supervisory board has therefore already announced that a vacancy on
the supervisory board needs to be filled. Mr van Daele has indicated
that he is available for reappointment.
The supervisory board has nominated Mr van Daele for reappointment as
a member of the supervisory board for a term ending at the close of
the annual general meeting of shareholders to be held in 2020, which
is the fourth year after the year of the reappointment.
If the proposed reappointment of Mr van Daele is adopted by the
general meeting, the supervisory board intends to reappoint him as
chairman of the supervisory board.
Mr van Daele (55) has Belgian nationality. Mr van Daele joined the
Company in 2013 and has served as member of the supervisory board
since 8 January 2013 and as chairman since 30 June 2014.
He is also chief executive officer, a member of the board of
directors, a member of the management board and controlling
shareholder of Anoa Capital S.A. Mr van Daele is a member of the board
of Track Group Inc. (former SecureAlert Inc.), a global tracking and
electronic monitoring services company. Sapinda Asia Ltd., which is a
significant shareholder in the Company, owns 44.8% of the shares in
Track Group Inc. Furthermore, Mr van Daele is a member of the board of
Better African Foods Ltd. and a member and chairman of the board of
RCR Oil & Gas Luxembourg S.? r.l. In addition, Mr van Daele is a
member of the board of Sapinda Invest S.? r.l.
From 2006 to 2009 Mr van Daele was the Co-Chief Executive Officer at
DAM Capital S.? r.l., a joint-venture between Philip Anschutz and
Dresdner Bank and subsequently board member and CEO of Belvall Capital
S.A.
Mr van Daele holds an MA in economics from the University of Louvain,
Belgium and Licentiaat Toegepaste Economie from the University of
Antwerp, Belgium. He was also admitted to the Centre of Creative
Leadership in Greenboro, NC, USA.
Mr van Daele holds 250,000 shares in the Company and is holder of
2,000,000 warrants that could be converted by him, subject to their
terms and conditions, into 2,000,000 shares in the capital of the
Company.
Mr van Daele complies with the provisions of Section 2:142a of the
Dutch Civil Code limiting the number of supervisory positions that may
be held by supervisory board members of certain large companies within
the meaning of these provisions. He is not considered an independent
supervisory board member within the meaning of Best Practice Provision
III.2.2 of the Dutch Corporate Governance Code.
The supervisory board nominates Mr van Daele on the basis of his
long-standing (management) expertise and broad experience in the
commercial banking and alternative finance industries, as well as the
professional manner in which he fulfils his membership and
chairmanship of the supervisory board in general but in particular his
guidance in connection with the admittance of the shares of the
Company to the trading on the regulated market segment of the
Frankfurt Stock Exchange that was concluded in August 2015. His
nomination for reappointment is in accordance with the profile of the
supervisory board. This profile is available as part of the
Supervisory Board By-Laws on the website of the Company
(http://www.rntsmedia.com/governance/#supervisory_board).
As a supervisory board member Mr van Daele will be entitled to the
same remuneration for members of the supervisory board that was
approved by the general meeting at the 2015 AGM, being USD 100,000 per
annum or less upon decision of the supervisory board. Furthermore, Mr.
van Daele will be entitled to coverage under the Company's D&O policy.
Agenda item 5
Proposal to amend the articles of association of the Company
This item will be voted on.
In October 2014 the Company acquired all of the shares in Fyber GmbH
(formerly named SponsorPay GmbH). Directly following the transaction
the activities of both companies were consolidated. The Company
intends a rebranding of the group, among other things by adopting the
Fyber brand at the level of the listed holding entity. It is therefore
proposed to change the statutory name of the holding company to Fyber
N.V.
The name change will be effected pursuant to the execution of a deed
of amendment of the articles of association of the Company, however
this deed will not be executed until after the settlement of the last
tranche of the put option that was granted to the sellers of the Fyber
shares as part of the acquisition of Fyber by the Company (reference
is made to page 114 of the listing prospectus that is available via
the website of the Company (www.rntsmedia.com/prospectus/)).
The proposal also includes the grant of a power of attorney to every
member of the management board and every civil-law notary (and deputy
civil-law notary), paralegal and notarial assistant at Allen & Overy
LLP, Attorneys at Law, Civil-Law Notaries and Tax Consultants, in
Amsterdam, the Netherlands to have the notarial deed of amendment of
the articles of association executed.
Agenda item 6
Proposal to approve the RNTS Media N.V. Stock Option Plan
This item will be voted on.
In accordance with its remuneration policy, the Company uses a stock
option program for the purpose of awarding, retaining and attracting
talented employees, service providers and executives. The management
board and the supervisory board are of the opinion that share based
incentives increase commitment and motivation on the part of
participants in the plan and therefore benefit the Company and create
shareholder value.
The share award program for members of the management board in the
form of the Stock Option Plan was approved by the general meeting at
the extraordinary general meeting of shareholders held on 1 April
2015.
2015 saw the implementation of the stock option program and the award
of options to staff and executives. Following the first option grants
certain recommendations were made by the HR department and external
advisors to ensure the smooth operation of the plan, which among other
things included the appointment of an external service provider that
offers an online automated platform for the management of the plan and
the exercise of the options. These recommendations resulted in a
number of technical changes that are proposed to the Stock Option
Plan.
Further, due to the increase in the number of persons who are eligible
to participate in the Stock Option Plan, as a consequence of not only
organic growth of the Company but also because of the recent
acquisitions of Falk, Heyzap and Inneractive, the number of options
that will be granted may exceed the fixed threshold of 11,453,333
options that is included in the current Stock Option Plan. The
management board and supervisory board therefore propose that the
Stock Option Plan no longer includes a maximum absolute number of
options that is to be awarded under the plan but rather to limit the
plan to 10% of the issued share capital at a fully diluted basis at
the time of the grant of any options.
Employees of Inneractive who participated in the Inneractive stock
option plan will be offered the possibility to participate in the
Stock Option Plan on terms that have been aligned with the Inneractive
stock option plan, which will be discontinued following the
acquisition of Inneractive. These terms are incorporated in the Stock
Option Plan by way of an addendum and also apply to other employees of
Inneractive who are eligible to participate in the Stock Option Plan.
For Inneractive employees a two year vesting schedule will apply
instead of the standard three year vesting schedule as set out in the
Stock Option Plan.
On 12 April 2016 the supervisory board approved the revised Stock
Option Plan and since the Stock Option Plan contains the terms and
conditions of the share based remuneration for members of the
management board, it will be submitted for approval by the general
meeting in accordance with Section 2:135 paragraph 5 of the Dutch
Civil Code. The revised Stock Option Plan is available as part of the
'AGM 2016 Annexes to Notice and Agenda' on the Company website
(http://www.rntsmedia.com/agm-egm/).
Agenda item 7
Shares
(a) Proposal to authorise the management board to
resolve that the Company may acquire its own shares
This item will be voted on.
The management board proposes to the general meeting to resolve that
the Company may acquire its own shares:
(i) for the specific purpose of repurchases of shares
that may take place in connection with the acquisition by the
Company of the shares in the capital of Fyber GmbH (the
Transaction), which Transaction completed in October 2014;
(ii) for the purpose of allowing the management board
flexibility to cover the Company's obligations related to
share based remuneration pursuant to the Stock Option Plan and
other obligations that the Company may have; and furthermore
(iii) to allow the Company to repurchase shares in the
interest of the Company and/or its shareholders for the
purpose of mergers and acquisitions or otherwise.
The circumstances under which the Company could be required to
repurchase shares in connection with the Transaction were described in
the explanatory notes to the agenda of the extraordinary general
meeting of shareholders that was held on 23 September 2014.
In these notes it was explained that as part of the Transaction,
Sapinda Asia Ltd. (Sapinda Asia) has granted a Put Option right to the
former shareholders of Fyber GmbH. Pursuant to the Put Option right
Sapinda Asia may be required to purchase the shares in the capital of
the Company that were acquired by the former Fyber shareholders as
part of the Transaction for a purchase price of EUR 3.00 per share,
all subject to the terms and conditions of a certain Put Option
Agreement. Sapinda Asia and the Company have agreed that the Company
has a step-in right in relation to the Put Option Agreement, pursuant
to which the Company (or a third party designated by the Company) will
be allowed to purchase the shares from the aforementioned former Fyber
shareholders once they exercised their Put Option right and all on the
same terms and conditions as Sapinda Asia.
Further, the Company has entered into a certain Fall-Back Agreement
whereby a Call Option has been granted to these former Fyber
shareholders. Pursuant to the terms and conditions of this Fall-Back
Agreement, such as the occurrence of a trigger event as described
therein, the former Fyber shareholders shall be entitled to re-acquire
from the Company shares in the capital of Fyber on a pro rata basis as
held by them prior to the Transaction for the return of the shares in
the capital of the Company that they acquired in connection with the
Transaction. The terms and conditions of the Call Option further
stipulate that it is not exercisable in parts. Reference is made to
the Shareholders Circular that formed part of the meeting documents of
the extraordinary general meeting of shareholders that was held on 23
September 2014 for further details of the Fall-Back Agreement (and the
Call Option).
In accordance with Section 2:98(2) of the Dutch Civil Code and Article
9.3 of the articles of association of the Company, the management
board, with the approval of the supervisory board, therefore proposes
to the general meeting to authorise the management board to have the
Company acquire its own shares for a period of 18 months starting 15
June 2016 and ending 15 December 2018 (the existing authorisation on
this matter - as granted by the general meeting on 21 July 2015 - will
expire upon the adoption of this resolution). The number of shares to
be acquired shall be limited to the maximum allowed under Dutch law.
Own shares may either be acquired by the Company against a payment in
kind, consisting of shares in the capital of Fyber (if a fall-back
scenario is triggered pursuant to the Fall-Back Agreement (and the
Call Option)) or against a purchase price in cash.
Shares that are acquired against a purchase price in cash may be
acquired on the stock exchange or through other means at a price per
share of at least EUR 0.10 and at most the higher of: (i) EUR 3.75,
(ii) the Quoted Share Price plus 10% or (iii) if purchases are made on
the basis of a program entered into with a single counterparty or
using a financial intermediary, the average of the Volume Weighted
Average Share Prices during the course of the programme. The Quoted
Share Price is defined as the average of the closing prices of RNTS
shares as reported in the official price list of the Frankfurt Stock
Exchange over the five trading days prior to the acquisition date. The
Volume Weighted Average Share Price is defined as the volume weighted
average price of trades in RNTS shares on the Frankfurt Stock Exchange
between 9:00 AM (CET) and 17:30 PM (CET) adjusted for block, cross and
auction trades. Resolutions by the management board to acquire the
Company's own shares are subject to the approval of the supervisory
board.
(b) Proposal to designate the management board as the
competent body to issue shares
This item will be voted on.
In accordance with articles 6.2 and 6.3 of the articles of association
of the Company, the management board, with the approval of the
supervisory board, proposes to the general meeting to designate the
management board as the company body competent to issue shares and to
grant rights to subscribe for shares for a period of five (5) years,
starting 15 June 2016 and ending 15 June 2021 (the existing
designation on this matter - as granted by the general meeting on 1
April 2015 - will expire upon the adoption of this resolution). The
number of shares to be issued shall be limited to a maximum of 30% of
the entire issued capital of the Company on a fully diluted basis. The
term 'issued capital' means the issued capital (on a fully diluted
basis) per 15 June 2016. Resolutions by the management board to issue
shares or to grant rights to subscribe for shares are subject to the
approval of the supervisory board.
(c) Proposal to designate the management board as the
competent body to restrict or exclude pre-emptive rights upon
issuing shares
This item will be voted on.
In the event of a share or rights issue it could be that certain
shareholders with residency outside EU may not be eligible to
participate in the share or the rights issue.
In accordance with articles 7.2 and 7.3 of the articles of association
of the Company, the management board, with the approval of the
supervisory board, proposes to the general meeting to designate the
management board as the competent body to resolve to restrict or to
exclude the pre-emptive rights upon the issuance of shares or granting
of rights to subscribe for shares for a period of five (5) years as of
the day of the AGM and therefore until 15 June 2021. The authority of
the management board to resolve to restrict or to exclude the
pre-emptive rights upon the issuance of shares will be restricted to
30% of the entire issued capital of the Company on a fully diluted
basis. The term 'issued capital' means the issued capital (on a fully
diluted basis) per 15 June 2016. Resolutions by the management board
to restrict or exclude the pre-emptive rights are subject to the
approval of the supervisory board.
(d) Proposal to designate the supervisory board as the
competent body to grant members of the management board rights
to subscribe for shares pursuant to the Stock Option Plan
This item will be voted on.
Pursuant to article 12.4 of the articles of association of the Company
the remuneration and further conditions of employment of each member
of the management board are established by the supervisory board. In
accordance with the aforementioned provision, it is proposed that the
supervisory board administers the grant of stock options to members of
the management board pursuant to the Stock Option Plan.
In accordance with articles 6.2 and 6.3 of the articles of association
of the Company, the management board, with the approval of the
supervisory board, therefore proposes to the general meeting to
designate the supervisory board as the company body competent to grant
rights to subscribe for shares to members of the management board who
are eligible to participate in the Stock Option Plan, which
designation will be for a period of five (5) years, starting 15 June
2016 and ending 15 June 2021 (the existing designation on this matter
- as granted by the general meeting on 1 April 2015 - will expire upon
the adoption of this resolution).
The number of options to be granted shall be limited to the maximums
referred to in the Stock Option Plan.
(e) Proposal to designate the supervisory board as the
competent body to restrict or exclude pre-emptive rights with
respect to the granting of rights to subscribe for shares
under agenda item 7(d)
This item will be voted on.
The supervisory board will not use its authority to grant rights to
subscribe for shares pursuant to the Stock Option Plan other than to
grant options to members of the management board.
In accordance with articles 7.2 and 7.3 of the articles of association
of the Company, the management board, with the approval of the
supervisory board, therefore proposes to the general meeting to
designate the supervisory board as the competent body to resolve to
restrict or exclude pre-emptive rights with respect to the granting of
rights to subscribe for shares under agenda item 7(d) for a period of
five (5) years as of the day of the AGM and therefore until 15 June
2021 (the existing designation on this matter - as granted by the
general meeting on 1 April 2015 - will expire upon the adoption of
this resolution).
Agenda item 8
Proposal to appoint the external auditor for the financial year 2017
In accordance with article 31 of the articles of association of the
Company, it is proposed by the management board, with the approval of
the supervisory board, to appoint Ernst & Young Accountants LLP as the
external auditor of the Company for the financial year ending on 31
December 2017. Ernst & Young Accountants LLP also audited the 2012,
2013, 2014 and 2015 annual accounts and has been appointed to audit
the 2016 annual accounts.
PROXY
For the Annual General Meeting of Shareholders (AGM) of RNTS Media
N.V. to be held at the offices of Allen & Overy LLP, Apollolaan 15,
1077 AB Amsterdam, the Netherlands, on 15 June 2016, at 12:00 AM CET.
The undersigned:
___________________________________________________________________________
(name),
___________________________________________________________________________
(address),
___________________________________________________________________________
(postal code and city),
___________________________________________________________________________
(country),
(the Shareholder) acting in his / her / its capacity as holder of
_________________________________ (number)
bearer shares in RNTS Media N.V., hereby grants a proxy to:
A) ?
___________________________________________________________________________
(name),
___________________________________________________________________________
(address),
___________________________________________________________________________
(postal code and city),
___________________________________________________________________________
(country),
B) ? Ms J.J.C.A. Leemrijse, civil law notary with
Allen & Overy LLP (or her substitute),
to represent the Shareholder at the AGM and to speak on behalf of the
Shareholder and to vote the shares in respect of the items on the
agenda for the AGM, in the manner set out below. In case no box is
ticked the proxy is deemed to be given to Ms J.J.C.A. Leemrijse (or,
as the case may be, her substitute).
No. Agenda F- Ag- Ab-
o- ai- st-
r nst ain
1. Opening and announcements N. N. N.
A. A. A.
2. Annual Accounts 2015 N. N. N.
A. A. A.
2(a) Report by the management board regarding the financial N. N. N.
year 2015 A. A. A.
2(b) Implementation of the remuneration policy for the N. N. N.
management board in the financial year 2015 A. A. A.
2(c) Proposal to adopt the 2015 annual accounts
2(d) Proposal to discharge the management board members from
liability
2(e) Proposal to discharge the supervisory board members from
liability
3. Management Board N. N. N.
A. A. A.
3(a) Proposal to appoint Mr Heiner Luntz as management board
member A (CFO), for a period of four years ending at the
close of the 2020 AGM
3(b) Proposal to appoint Mr Ziv Elul as management board
member B, for a period of four years ending at the close
of the 2020 AGM
4. Supervisory Board N. N. N.
A. A. A.
4(a) Proposal to appoint Prof. Dr. Thorsten Grenz as
supervisory board member for a period of four years
ending at the close of the 2020 AGM
4(b) Proposal to appoint Mr Jens Schumann as supervisory
board member for a period of four years ending at the
close of the 2020 AGM
4(c) Proposal to appoint Dr. Crid Yu as supervisory board
member for a period of four years ending at the close of
the 2020 AGM
4(d) Proposal to reappoint Mr Dirk van Daele as supervisory
board member (chairman) for a period of four years
ending at the close of the 2020 AGM
5. Proposal to amend the articles of association of the
Company
6. Proposal to amend the RNTS Media N.V. Stock Option Plan
7. Shares N. N. N.
A. A. A.
7(a) Proposal to authorise the management board to resolve
that the Company may acquire its own shares
7(b) Proposal to designate the management board as the
competent body to issue shares
7(c) Proposal to designate the management board as the
competent body to restrict or exclude pre-emptive rights
upon issuing shares
7(d) Proposal to designate the supervisory board as the
competent body to grant members of the management board
rights to subscribe for shares pursuant to the Stock
Option Plan
7(e) Proposal to designate the supervisory board as the
competent body to restrict or exclude pre-emptive rights
with respect to the granting of rights to subscribe for
shares under agenda item 7(d)
8. Proposal to appoint the external auditor for the
financial year 2017
9. Any other business and close of the meeting N. N. N.
A. A. A.
Signed in _________________________________on ____________ 2016.
Signature: _________________________________
This proxy must be received by RNTS Media N.V. no later than on 8 June
2016 at 17:30 hours CET, by e-mail: agm@rntsmedia.com or by mail at
the following address:
RNTS Media N.V.
attn.: Legal Department
Johannisstrasse 20
10117 Berlin
email: agm@rntsmedia.com
Please send the original copy of the proxy by mail to the address
listed above.
Please note that the proxyholder, in order to be admitted to the
meeting, shall be required to show at the entrance of the meeting (i)
a copy of this proxy plus identification and (ii) the registration
statement, delivered in accordance with the requirements set forth in
the notice of the meeting.
Allen & Overy LLP
RNTS MEDIA N.V./DEED OF AMENDMENT
OF ARTICLES OF ASSOCIATION
JL/RH/zb/0104738-0000015
NOTE ABOUT TRANSLATION:
This document is an English translation of a document prepared in
Dutch. In preparing this document, an attempt has been made to
translate as literally as possible without jeopardising the overall
continuity of the text. Inevitably, however, differences may occur in
translation and if they do, the Dutch text will govern by law.
In this translation, Dutch legal concepts are expressed in English
terms and not in their original Dutch terms. The concepts concerned
may not be identical to concepts described by the English terms as
such terms may be understood under the laws of other jurisdictions.
DEED OF AMENDMENT OF ARTICLES OF ASSOCIATION
1. (RNTS Media N.V.)
2. (new name: Fyber N.V.)
This * day of * two thousand and sixteen, there appeared before me,
Joyce Johanna Cornelia Aurelia Leemrijse, civil law notary in
Amsterdam, the Netherlands:
*.
The person appearing declared the following:
At the general meeting of shareholders of the Company, as defined
hereinafter, held on the fifteenth day of June two thousand and
sixteen, it was resolved to partially amend the Articles of
Association of RNTS Media N.V., a public company under Dutch law (naamloze
vennootschap), having its official seat in Amsterdam, the Netherlands,
its office address at Johannisstrasse 20, 10117 Berlin, Germany, and
registered in the Dutch Commercial Register under number 54747805 (the
Company), as well as to authorise the person appearing to have this
deed executed. The adoption of such resolutions is evidenced by a copy
of the minutes of the aforementioned meeting attached to this deed
(Annex).
The Articles of Association of the Company were last amended by a
deed, executed before a deputy of J.J.C.A. Leemrijse, civil law notary
aforementioned, on the twenty-second day of July two thousand and
fifteen.
In implementing the aforementioned resolution, the Articles of
Association of the Company are hereby amended as follows.
Amendment.
Article 2.1 is amended and shall forthwith read as follows:
'2.1 The Company's name is:
Fyber N.V.'
Close.
The person appearing is known to me, civil law notary.
This deed was executed in Amsterdam, the Netherlands, on the date
first above written. Before reading out, a concise summary and an
explanation of the contents of this deed were given to the person
appearing. The person appearing then declared that she had taken note
of and agreed to the contents of this deed and did not want the
complete deed to be read to her. Thereupon, after limited reading,
this deed was signed by the person appearing and by me, civil law
notary.
Allen & Overy LLP
RNTS MEDIA N.V./akte STW partiell
JL/RH/zb/0104738-0000015
[kvbnummer]
Allen & Overy LLP
RNTS Media N.V./akte STW partieel
JL/RH/zb/0104738-0000015
[kvbnummer]
AKTE VAN STATUTENWIJZIGING
(RNTS Media N.V.)
3. (nieuwe naam: Fyber N.V.)
Op * tweeduizend zestien is voor mij, mr. Joyce Johanna Cornelia
Aurelia Leemrijse, notaris te Amsterdam, verschenen:
*.
De comparant heeft het volgende verklaard:
Tijdens de algemene vergadering van aandeelhouders van na te noemen
vennootschap, gehouden op vijftien juni tweeduizend zestien, is
besloten de statuten van RNTS Media N.V., een naamloze vennootschap,
gevestigd te Amsterdam, kantoorhoudende te Johannisstrasse 20, 10117
Berlijn, Bondsrepubliek Duitsland en ingeschreven in het
handelsregister onder nummer 54747805 (de vennootschap) partieel te
wijzigen, alsmede om de comparant te machtigen deze akte te doen
passeren. Van deze besluitvorming blijkt uit een exemplaar van de
notulen van de hiervoor bedoelde vergadering dat aan deze akte is
gehecht (Bijlage).
De statuten van de vennootschap zijn laatstelijk gewijzigd bij akte
verleden voor een waarnemer van mr. J.J.C.A. Leemrijse, notaris
voornoemd, op tweeëntwintig juli tweeduizend vijftien.
Ter uitvoering van voormeld besluit tot statutenwijziging worden de
statuten van de vennootschap hierbij gewijzigd als volgt.
Wijziging.
Artikel 2.1 wordt gewijzigd en luidt voortaan als volgt:
'2.1 De naam van de vennootschap is:
Fyber N.V.'
Slot.
De comparant is mij, notaris, bekend.
Waarvan akte, verleden te Amsterdam op de datum in het hoofd van deze
akte vermeld. Alvorens tot voorlezing is overgegaan, is de inhoud van
deze akte zakelijk aan de comparant opgegeven en toegelicht. De
comparant heeft daarna verklaard van de inhoud van deze akte te hebben
kennisgenomen, daarmee in te stemmen en op volledige voorlezing
daarvan geen prijs te stellen. Onmiddellijk na beperkte voorlezing van
deze akte is zij door de comparant en mij, notaris, ondertekend.
RNTS Media N.V.
Stock Option Plan
RNTS MEDIA N.V. OPTION PLAN
This Option Plan is designed in order to grant options on ordinary
shares in the capital of RNTS Media N.V. to certain management board
members and employees of RNTS Media N.V. and its Subsidiaries
following a consistent course of action as regards the conditions and
periodicity of the grants.
This Option Plan is approved and adopted by the Supervisory Board on
12 April 2016 and approved by the General Meeting on 15 June 2016.
1. Definitions
The following terms apply:
Administrator
means the Supervisory Board, a committee of the Supervisory Board
or a third party designated at the discretion of the Supervisory
Board to administer this Option Plan.
Change of Control
means (i) the event where one Person or group of Persons, acting
in concert, acquire(s) the Control over the Company or its legal
successors; or (ii) a sale, transfer, transmission or otherwise,
directly or indirectly, of all or almost all of the assets of the
Company, by means of one transaction or by a series of
transactions. If, for the purpose of sub (ii), there is any doubt
on what qualifies as all or almost all of the assets of the
Company, this shall be determined conclusively by the Supervisory
Board.
Closed Period
means a closed period of the Company within the meaning of the
Company Insider Trading Policy.
Company
means (i) RNTS Media N.V., a public limited liability company,
incorporated under the laws of the Netherlands (naamloze
vennootschap), having its official seat at Amsterdam, the
Netherlands, its registered office at Johannisstrasse 20, 10117
Berlin, the Federal Republic of Germany and registered with the
Dutch Commercial Register under number 54747805 and (ii) its
legal successor(s).
Company Insider Trading Policy
means the the Company Insider Trading Policy, as amended from
time to time.
Compliance Officer
means an officer with such title, appointed in accordance with
the terms of the the Company Insider Trading Policy.
Control
means, in relation to a Person, the power to exercise, directly
or indirectly, more than fifty per cent. (50%) of the controlling
rights of that Person or the possibility to appoint or designate
more than fifty per cent. (50%) of the total number of members of
the Management Board or any other similar managerial body,
through ownership of the Shares or other securities, by means of
agreement, power of attorney or otherwise.
Date of Grant
means the day that an Option is granted as set out in the
relevant Option Agreement. For Options granted to non-US
Optionees in fulfilment of certain binding promises made prior to
the adoption of this Option Plan, the Date of Grant shall be the
date pursuant to such earlier promises, as determined in good
faith by the Supervisory Board or, as the case may be, the
Administrator, and in accordance with Dutch law and which shall
be set out in the relevant Option Agreement.
Disability
means the inability of an Optionee to engage in any substantially
gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months, and shall be
determined by the Supervisory Board on the basis of such medical
evidence as the Supervisory Board deems warranted under the
circumstances.
Fair Market Value
means the average closing price of the Shares of the last five
(5) trading days preceding the relevant date, on the Principal
Exchange.
General Meeting
means the general meeting of shareholders (algemene vergadering
van aandeelhouders) of the Company.
Inside Information
means information as defined in the the Company Insider Trading
Policy.
Management Board
means the management board of the Company.
Nominee
means (i) an employee or manager of the Company or its
Subsidiaries (including the members of the Management Board) or
(ii) an individual not being a member of the Management Board,
otherwise having a business relationship with the Company or its
Subsidiaries as nominated by the Management Board (including an
'Executive' as defined in the the Company Insider Trading
Policy).
Open Period
means an open period of the Company as defined in the the Company
Insider Trading Policy.
Option Agreement
means an agreement between a Nominee and the Company in relation
to the grant of Options specifying, amongst others, the Date of
Grant, the Start Date, the number of Options, the Option Price,
the applicable Vesting schedule as referred to in Article 7.2,
the applicable exercise period and a brief description of the
performance condition(s) as a condition of Vesting, if any.
Option Plan
means this RNTS Media N.V. Stock Option Plan, as amended from
time to time.
Option Price
means the exercise price of Options as laid down in the relevant
Option Agreement.
Optionee
means a Nominee who has accepted Options offered under an Option
Agreement.
Options
means a right to purchase Shares at the Option Price subject to
the terms of the Option Plan and the Option Agreement.
Person
means a natural person, body, company, legal person, association,
foundation, special-purpose fund and other entities.
Principal Exchange
means (i) in case the Shares are listed on one stock exchange,
the stock exchange where the Shares are listed, currently being
the Frankfurt Stock Exchange or (ii) in case the Shares are
listed on more than one stock exchange, the exchange with the
highest accumulated turnover (in value of Shares and derivatives
of the Shares) over the three (3) months preceding the relevant
date.
Shares
means ordinary shares in the capital of the Company.
Start Date
means the Date of Grant, unless (i) the Supervisory Board
determines otherwise for a Nominee being a member of the
Management Board or (ii) the Management Board determines
otherwise for a Nominee not being a member of the Management
Board.
Subsidiaries
means any subsidiary (dochtermaatschappij: within the meaning of
section 2:24a of the Dutch Civil Code) of the Company.
Supervisory Board
means the supervisory board of the Company.
Termination for Cause
means the occurrence of a Termination of Employment Event (i) at
the initiative of the Company or any Subsidiary on the basis of
an urgent cause or a serious cause in a situation where (serious)
blame can be attributed to the Optionee including dishonesty,
fraud, wilful misfeasance, gross negligence or other gross
misconduct by the Optionee or (ii) at the initiative of the
Optionee in a situation where the Company or any Subsidiary could
terminate the employment, management or other relevant business
relationship, between an Optionee and the Company or any
Subsidiary on the basis of an urgent cause or a serious cause in
a situation where (serious) blame can be attributed to the
Optionee as set out above, unless determined otherwise by the
Supervisory Board.
Termination of Employment Event
means the termination of the employment, management or other
relevant business relationship, between an Optionee and the
Company or any Subsidiary for any reason, including but not
limited to the death of an Optionee or long term illness or
Disability.
Termination Without Cause
means the occurrence of a Termination of Employment Event with
respect to an Optionee that is not a Termination for Cause.
US Optionee
means an Optionee that is a resident of the United States.
Vest, Vested, Vesting
means the event of an Option becoming exercisable as described in
Articles 7 and 9, as the case may be, which may, amongst others,
be conditional upon the performance condition(s), if any, being
satisfied.
2. Scope
2.1 Under this Option Plan Nominees may be granted
Options.
2.2 Unless extended by the General Meeting, this Option
Plan shall be effective until ten (10) years from the date of
initial adoption thereof by the General Meeting as set forth
above; provided that Options granted during the term of this
Option Plan shall continue to Vest and be exercisable as set
forth in the relevant Option Agreement after the expiration of
such ten (10)-year term.
3. Purpose of the Option Plan
The purpose of the Option Plan is to provide Nominees with an
opportunity to participate directly in the growth of the value
of the Company by receiving Options.
4. Administration of the Option Plan
4.1 The Option Plan shall be administered by the
Administrator. Any designation as Administrator by the
Supervisory Board can at all times be revoked by the
Supervisory Board.
4.2 The Administrator shall be authorized to take all
actions required or advisable for the administration and
proper implementation of the Option Plan.
4.3 The Administrator shall be authorized:
(i) to interpret the Option Plan unless specifically
provided otherwise in this Option Plan; and
(ii) to make all other decisions necessary or
advisable to enable the administration and proper
implementation of the Option Plan.
4.4 The Company and/or the Administrator may select a
third party service provider (Service Provider) that provides
for an online-platform and other services for Nominees and
Optionees through which, amongst others, certain actions and
transactions of a Nominee or Optionee in the context of this
Option Plan should be dealt with and who may act as an
intermediary between the Administrator and the Company and the
Nominee or Optionee. In order to participate in the Option
Plan, an Optionee must accept the terms and conditions of the
use of the online-platform and the other services provided by
the Service Provider if such Service Provider is selected.
5. Grant of Options
5.1 The Supervisory Board and Management Board must act
in accordance with the rules under the Company Insider Trading
Policy and any applicable securities regulations as regards
the granting, Vesting and settlement of any Options.
5.2 The total number of Shares in respect of which
Options may be granted under the Option Plan shall not exceed
fifteen per cent. (15%) of the Company's issued and
outstanding share capital on a fully diluted basis taking into
account the limitations set out in Articles 5.4, 5.5 and 5.6.
Shares in respect of which Options are granted will again be
available for the grant of Options hereunder to the extent
that the relevant Options lapse or are forfeited, without
having been exercised in full, subject to the provisions of
this Option Plan and a resolution of the Supervisory Board as
to the terms and conditions of such new grants of Options.
5.3 Options to Nominees being members of the Management
Board can be granted by the Supervisory Board. Options to
Nominees not being members of the Management Board can be
granted by the Management Board. Options to Nominees not being
members of the Management Board who are joining the Company or
any of its Subsidiaries will be granted within the first week
of each quarter of the Company's financial year. Options to
Nominees being members of the Management Board who are joining
the Company or any of its Subsidiaries will be granted within
the first week of each quarter of a financial year if this
falls in an Open Period. Options to other Nominees may only be
granted at a fixed day, that falls within an Open Period, as
shall be determined in joint consultation between the
Supervisory Board and the Management Board at least one (1)
year in advance. The Company strives to apply a consistent
course of action with regard to the grant of Options but such
is without prejudice to the fact that an Option may also be
granted at any other time during the year only if the
Supervisory Board considers the circumstances to be
exceptional to do so.
5.4 The aggregate number of Shares in respect of which
Options may be granted under the Option Plan to Nominees,
being members of the Management Board, shall at no time exceed
the total of seven per cent (7%) of the Company's issued and
outstanding Share capital on a fully diluted basis.
5.5 The aggregate number of Shares in respect of which
Options may be granted under the Option Plan to Nominees, not
being a member of the Management Board, shall at no time
exceed the total of eight per cent (8%) of the Company's
issued and outstanding Share capital on a fully diluted basis.
5.6 In one (1) year the maximum total number of Shares
in respect of which Options may be granted to a Nominee, being
a member of the Management Board, cannot exceed one per cent.
(1%) of the Company's issued and outstanding Share capital on
a fully diluted basis and for a Nominee, not being a member of
the Management Board, this number cannot exceed a half per
cent. (0.5%), unless the Supervisory Board, upon proposal of
the Management Board, considers it appropriate to grant a
larger number in case of exceptional circumstances.
5.7 Each grant of Options will be evidenced by an
Option Agreement. Options shall be granted in accordance with
the terms and conditions set out in this Option Plan.
5.8 A grant of an Option is a one-time benefit which
does not create any contractual or other rights to receive
future grants of Options, or benefit in lieu of such Options.
6. Price
An Optionee is not under any obligation to pay any amount to
the Company in respect of the grant of Options. Subject to the
provisions of Articles 8.6, 8.9 and 9.2, an Optionee is
obliged to pay the Option Price upon exercise as laid down in
Article 8.4 and the Option Agreement.
7. Transfer and Vesting of Options
7.1 Except as provided for under the Option Plan, the
Options may not be sold, assigned, transferred, pledged,
mortgaged or otherwise disposed of, unless otherwise agreed by
the Supervisory Board on a case by case basis in the event of
exceptional circumstances. The aforementioned prohibition does
not apply to the transmission of Vested Options to the heirs
of an Optionee, subject to the terms of the relevant Option
Agreement and applicable law.
7.2 The Option Agreement shall contain a Vesting
schedule relating to each Option. Unless otherwise determined
in the Option Agreement at the time the Option is granted,
each Option will Vest (i.e., such Option will actually become
exercisable) annually over a period of three (3) years in
equal portions at the first, second and third anniversary of
the Start Date subject to (i) no occurrence of a Termination
of Employment Event as further described in Articles 7.4 and
7.5 and (ii) the satisfaction of any performance condition(s),
if any, imposed under Article 7.3, such to be determined by
the Supervisory Board in its sole discretion. Unless the
Supervisory Board has determined a longer or shorter exercise
period, Vested Options may be exercised, subject to the
provisions of Articles 8.1 to 8.10, until the date five (5)
years from the Start Date, unless the Vesting is postponed
pursuant to the terms of the relevant Option Agreement. If the
Vesting of Options for any year is postponed, the exercise
period shall be extended once by a maximum period of one (1)
year. Options which have not been exercised prior to the end
of the aforementioned exercise period shall lapse
automatically without any compensation whatsoever being due to
the Optionee. Notwithstanding the foregoing, the maximum term
of an Option granted to a US Optionee may not be extended
beyond ten (10) years from the Date of Grant.
7.3 Unless otherwise determined by the Supervisory
Board, Vesting of Options that are granted to Nominees is only
subject to the condition that no Termination of Employment
Event has occurred on the date of Vesting as further described
in Articles 7.4 and 7.5. Vesting of Options that are granted
to Nominees may, in the sole discretion of the Supervisory
Board, be made subject to satisfaction of performance
criteria. Such performance criteria shall be set out in the
relevant Option Agreement and may be waived by the Supervisory
Board in its sole discretion, in whole or in part, as to some
or all Options thereunder.
7.4 The Options that have not Vested in accordance with
the Vesting scheme as laid down in the Option Agreement are,
unless otherwise agreed by the Supervisory Board, forfeited
upon:
(i) a moratorium of payments, bankruptcy, debt
restructuring (schuldsanering) or similar proceedings being
imposed on an Optionee; or the appointment of a guardian by
a court (onder curatelestelling) or curator in bankruptcy
over an Optionee; or
(ii) the passing of a resolution for the winding up of
the Company or an order is made by the competent court for
the compulsory winding up of the Company;
(iii) the occurrence of a Termination of Employment
Event with respect to such Optionee prior to the first
anniversary of the Start Date.
7.5 Upon the occurrence of a Termination of Employment
Event on or after the first anniversary of the Start Date, the
Optionee's Options shall either be forfeited, lapse or
continue to be exercisable as set forth below:
(i) in case of Termination for Cause, both the
Options of such Optionee that have Vested (to the extent not
exercised) and the Options of such Optionee that have not
yet Vested shall be forfeited at the date of Termination for
Cause (i.e. the end date), unless agreed otherwise by the
Supervisory Board; and
(ii) subject to subsection (iii) below, in case of a
Termination Without Cause, (a) the Options of such Optionee
that have Vested (to the extent not exercised) shall not be
forfeited and (b) the Options of such Optionee that have not
yet Vested shall Vest on a pro rata basis having regard to
the number of complete months that the Optionee has been
employed or engaged from the first anniversary of the Start
Date until the date of Termination Without Cause (i.e. the
end date) and be subject to the satisfaction of any
performance condition(s) imposed, if any, applied on a pro
rata basis at the discretion of the Supervisory Board and
the remaining part of the Options of such Optionee that have
not yet Vested shall be forfeited at the date of Termination
Without Cause (i.e. the end date) where the Options that
have Vested (to the extend not exercised) may be exercised
by such Optionee within ninety (90) days after the date of
such Termination Without Cause (i.e. the end date), unless
the Supervisory Board agreed otherwise and without prejudice
to Article 8.2. If such Vested Options are not exercised
within such ninety (90)-day period, such Vested Options
will, unless agreed otherwise by the Supervisory Board, be
forfeited.
(iii) in case of a Termination Without Cause due to
death or Disability of an Optionee, then all Vested Options
(determined in the manner provided in subsection (ii) above)
may be exercised by such Optionee or his or her estate
within six (6) months after the date of such Termination
Without Cause (i.e. the end date) due to death or
Disability. If such Vested Options are not exercised within
such six (6) month period, such Vested Options will, unless
agreed otherwise by the Supervisory Board, be forfeited.
7.6 An Optionee incurs no right whatsoever to damages
in respect of the lapse, annulment or the forfeiture of any
Option pursuant to this Option Plan.
7.7 The Option Price will be set out in the relevant
Option Agreement and will in principle be no less than the
Fair Market Value of a Share as of the Date of Grant. The
Supervisory Board in relation to Nominees being members of the
Management Board and the Management Board in relation to
Nominees not being members of the Management Board may
determine another Option Price for Options granted to
Nominees.
8. Exercise of Options
8.1 An Optionee who possesses Inside Information or who
should reasonably suspect that he or she possesses Inside
Information relating to the Company shall be prohibited from
making use of that Inside Information by exercising an Option.
8.2 An Option can only be exercised by a Nominee during
a period other than a Closed Period, unless the Compliance
Officer in joint consultation with the Supervisory Board
determines otherwise.
8.3 Irrespective of Article 8.1 and 8.2 an Optionee is
always entitled to exercise an Option on the last day of the
exercise period of the Option or within a period of five (5)
business days prior thereto in accordance with the Company
Insider Trading Policy. The subsequent sale of Shares obtained
through the exercise of Options is only allowed in as far as
such is allowed under the Company Insider Trading Policy and
any applicable laws.
8.4 An Optionee can exercise Options by irrevocably
notifying the relevant (i) Administrator in writing until a
Service Provider has been selected in accordance with Article
4.4 or (ii) the Service Provider electronically once such
Service Provider has been selected in accordance with Article
4.4 of the exercise of Options and by paying the Option Price
in cash to the Company at the date of such notice. An Optionee
should be able to prove that the instruction for the payment
of the Option Price is made at the date of notice. If the
Option Price is not received by the Company within five (5)
trading days after the date of notice, the exercise shall be
deemed void, however the Optionee may restart the procedure by
submitting a new notice. Options can be exercised without
payment of the Option Price if he or she has been notified
that his or her Options may be exercised in accordance with
Article 8.9. Subject to Articles 8.1, 8.2 and 8.3, Options, to
the extent Vested, can be exercised partially or all at once,
provided that partial exercises of less than (i) thirty per
cent (30%) of the Vested Options owned by an Optionee at the
time when the Options shall be exercised, or, alternatively,
(ii) 10,000 Vested Options in the individual case, whichever
is lower, is not permitted. Any non-permitted exercise below
such threshold shall be deemed void.
8.5 An Optionee shall not be entitled to any fractional
Shares upon exercise of an Option. If any exercise of an
Option would result in the issuance of fractional Shares, the
number of Shares issued upon such exercise shall be rounded
down to the nearest whole number.
8.6 The Shares in respect of which the Vested Option
has been validly exercised will be issued or transferred, in
the first five (5) trading days of the next quarter of the
Company's financial year that falls within an Open Period
following the exercise of the Vested Options in accordance
with Article 8.4, to a depository account with a party to be
determined by the Company (Depository Account) which party
will hold such Shares on behalf of the Optionee.
8.7 Subject to the Articles 8.1 to 8.3 and 11.3, a
lock-up period may apply to Shares obtained by an Optionee
after exercise of Options:
(i) unless determined otherwise in the Option
Agreement, for Optionees being members of the Management
Board: (a) one third of the Shares obtained by the exercise
of Options can be sold by the Nominee directly after receipt
of the Shares in accordance with Article 8.6; (b) one third
of the Shares obtained by the exercise of Options can be
sold by the Nominee six (6) months after receipt of the
Shares in accordance with Article 8.6; and (c) one third of
the Shares obtained by the exercise of Options can be sold
by the Nominee twelve (12) months after receipt of the
Shares in accordance with Article 8.6;
(ii) unless determined otherwise in the Option
Agreement, for Optionees not being members of the Management
Board: all Shares obtained by the exercise of Options can be
sold by the Nominee at any time after receipt of the Shares
in accordance with Article 8.6.
8.8 In case a lock-up period applies in accordance with
Article 8.7, for the duration of the lock-up period, subject
to Article 11.3, the Shares obtained by an Optionee after
exercise of Options in relation to which a lock-up period
applies (the Blocked Shares) may not be sold, assigned,
transferred, pledged, mortgaged or otherwise disposed of by
the Optionee. If the Company pays out a dividend in cash
during the lock-up period, the dividend in relation to Blocked
Shares owned by an Optionee shall be paid into the bank
account number known to the Company's payroll department minus
any dividend tax/transaction fees applicable to dividends
received on such Blocked Shares during the lock-up period. If
the Company pays out a dividend in Shares during the lock-up
period in relation to the Blocked Shares, such Shares shall
qualify as Blocked Shares and be transferred to the Depository
Account, after setting off any deductible dividend tax and
transaction fees, if possible, or the Optionee having paid to
the Company any deductible dividend tax and transaction fees.
Throughout the lock-up period, the Shares added by way of
dividend may not be sold, assigned, transferred, pledged,
mortgaged or otherwise disposed of by the Optionee. In the
case of any of the situations as described in Articles 9.1 or
9.2, the Supervisory Board may, at its discretion, decide that
no lock-up period shall apply or that a lock-up period shall
end immediately. For the avoidance of doubt, Article 11 also
applies during the lock-up period. If a Service Provider is
selected in accordance with Article 4.4, such Service Provider
is entitled to ensure through the online platform that the
Blocked Shares cannot be sold, assigned, transferred, pledged,
mortgaged or otherwise disposed of by the Optionee.
8.9 The Company may, subject to Article 7.5 and after
the prior written approval by the Supervisory Board, settle
its obligation to deliver Shares to such Optionee pursuant to
this Option Plan or an Option Agreement, if any, by paying to
the Optionee a cash amount equal to the Fair Market Value of
the Shares issuable upon exercise of the Options less the
applicable Option Price for such Shares. The payment to be
made to an Optionee upon settlement of Options by payment of
cash pursuant to the preceding sentence shall be made by the
Company within twenty (20) trading days after exercise by the
relevant Optionee of the Options.
8.10 The Management Board or, if applicable, the
Administrator will inform the Supervisory Board no later than
by the end of each quarter if Vested Options are settled in
any other manner than by payment of the full amount of the
Option Price in cash by the relevant Optionee in accordance
with the Option Agreement. In its report the Management Board
or, as the case may be, the Administrator at least includes:
information on the number of Optionees, the number of Vested
Options that have been exercised, the number of Shares
transferred and the amount that the Company could have
received if the Shares were paid for by the Optionee in cash
in accordance with the Option Agreement but which amount the
Company now did not receive as a result of applying such
alternative settlement mechanism.
8.11 All the provisions in this Option Plan relating to
exercise of Options and the sale of Shares are subject to
restrictions regarding the exercise of Options laid down in
any applicable law and the Company Insider Trading Policy.
9. Change of Control
9.1 In the event of a Change of Control, all the
outstanding Options will Vest fully at the date of the Change
of Control subject to the satisfaction of any performance
condition(s) set out in the Option Agreement, if any, applied
on a pro rata basis at the discretion of the Supervisory
Board, unless provided otherwise in Article 9.2.
9.2 In the event of a Change of Control due to a sale,
merger, demerger or consolidation of the Company, all the
outstanding Options will be included for the purpose of the
purchase agreement or the merger agreement, as applicable at
such time. Such agreement may at the sole discretion of the
Supervisory Board and without the approval or the advice of
the Optionees being required, provide in the following:
(i) the continuation of the outstanding Options by
the Company (if the Company is the company that continues to
exist);
(ii) the take-over of the Option Plan and the
outstanding Options by the acquiring company or the company
that continues to exist, or its parent company;
(iii) the replacement of the outstanding Options by new
option rights with conditions that are equivalent to the
conditions of the outstanding Options by the acquiring
company or the company that continues to exist, or its
parent company; or
(iv) the cancellation of each outstanding Option in
return for payment to the Optionee of an amount per Option
equal to the difference between the value in commercial
transactions of a Share at the time of the purchase, merger,
demerger or consolidation of the Company less the Option
Price of the Option subject to the satisfaction of any
performance condition(s) set out in the Option Agreement, if
any, applied on a pro rata basis at the discretion of the
Supervisory Board.
10. Hold back and claw back
10.1 Section 2:135, paragraphs 6 and 8 of the Dutch
Civil Code shall be applicable to the Options and all Shares
or cash, as the case may be, received by a member of the
Management Board under this Option Plan. For the avoidance of
doubt, this provision shall continue to apply after the end of
this Option Plan.
10.2 Section 2:135, paragraph 7 of the Dutch Civil Code
shall be applicable to the Options and all Shares or cash, as
the case may be, received by a member of the Management Board
under this Option Plan.
10.3 The Supervisory Board may recover from an Optionee
all or part of the Options granted and Shares or cash, as the
case may be, transferred to the Nominee pursuant to this
Option Plan, if the grant was made on the basis of incorrect
financial or other data. If Vesting of the Options would in
the opinion of the Supervisory Board produce an unfair result
due to extraordinary circumstances, the Supervisory Board as
the case may be, has the power to adjust the value of the
award downwards or upwards.
11. Taxes
11.1 The Company and/or its Subsidiaries shall have the
right to withhold from any salary, severance or other amounts
payable by the Company or a Subsidiary to an Optionee, or to
otherwise require payment by the Optionee of, any taxes and/or
social security contributions payable by the Optionee in
connection with his participation in the Option Plan as well
as any taxes and/or social security contributions payable by
the Optionee in connection with any grant, Vesting or exercise
of Options.
11.2 An Optionee is and remains at all times fully
responsible for the payment of any taxes and/or social
security contributions payable by such Optionee in connection
with his or her participation in the Option Plan.
11.3 The Company may elect at its discretion to sell
Shares on behalf of the Optionee in order to immediately use
the proceeds to fulfill in the name and on behalf of the
Optionee the payment obligations of the Optionee or to fulfill
any withholding obligations of the Company and/or its
Subsidiaries resulting from tax and social security
liabilities or national insurance contributions due in
relation to the grant, Vesting or exercise of Options.
11.4 After Vesting, the Participant may not transfer the
Vested Shares from the Depository Account to another account
as long as not all taxes and/or social security contributions
payable as regards the Vested Shares have been paid to the
relevant tax authority.
12. Reporting and other obligations
12.1 An Optionee is obliged to fully cooperate with
notification obligations towards regulators that result from
or are connected with a grant or exercise of Options or
otherwise connected to this Option Plan or the Option
Agreement.
12.2 An Optionee is obliged to cooperate with any
reasonable requests from the Administrator and/or the Company
and to enter into separate agreements with the Company, the
Service Provider or any third party for the proper execution
and administration of this Plan and the grant, Vesting or
exercise of Options unless this would be considered manifestly
unreasonable.
13. No employment condition
The participation of an Optionee in the Option Plan does not
constitute remuneration for any employment activity. The
Options are not part of normal or expected compensation or
salary for any purposes, including, but not limited to,
calculating any severance, resignation, redundancy, and/or
service payments, bonuses, long service awards, pension or
retirement benefits or similar payments.
14. Anti-dilution adjustment
If at any time after the Date of Grant:
(i) a Share split or reverse Share split is carried
out;
(ii) capital on the Shares is repaid;
(iii) Shares in the capital of the Company are issued
at the expense of the profit reserve or the share premium
reserve; or
(iv) any other comparable recapitalisation,
requalification, combination, merger or other corporate
transaction takes place;
and such event, in the reasonable opinion of the Supervisory
Board, causes a change in the value of the Options that were
granted to Nominees, the Supervisory Board shall have the
authority to adjust the Option Price and/or the number of
Options, so that the value in commercial transactions of the
granted Options at the time after one of the above-mentioned
events shall be equal to the value in commercial transactions
of the Options at the time immediately prior to one of the
above-mentioned events. The adjustment of the Option Price
and/or the number of Options will be carried out in conformity
with the applicable listing and trading rules. The Company
will inform the Optionee of an adjustment of the Option Price
and/or the number of Options.
15. Data protection
By participating in the Option Plan the Nominee authorises the
Company and the Service Provider or any other agent of the
Company administering the Option Plan or providing Option Plan
recordkeeping services, to disclose to the Company or any of
its affiliates such information and data as the Company shall
request in order to facilitate the grant of Options and the
administration of the Option Plan. The Nominee waives, to the
fullest extent possible under any applicable law, any data
privacy rights with respect to such information. The Nominee
authorises the Company and any such agent to store and
transmit such information in electronic form.
16. Confidentiality
By executing an Option Agreement, the Optionee accepts an
obligation not to disclose any information regarding the
Option Plan, or any information in connection therewith,
unless such Optionee is legally obliged to disclose such
information by law or exchange regulations.
17. Governing Law
17.1 This Option Plan is governed by the laws of the
Netherlands.
17.2 All disputes relating to this Option Plan or
agreements based on or pursuant to this Option Plan shall be
submitted exclusively to the competent court of law in
Amsterdam, the Netherlands.
18. Amendment and Revocation
18.1 The Supervisory Board shall have the right to
alter, amend or terminate the Option Plan or any part thereof
at any time and from time to time, provided, however, that no
such alteration or amendment shall adversely affect the rights
relating to any Options granted or Shares acquired upon
exercise of Options prior to that time, unless required
pursuant to Article 18.2 and further provided that any
increase in the number of Shares issuable hereunder and any
material changes shall require the approval of the General
Meeting, to the extent applicable, or other body then
authorized to issue Shares pursuant to the articles of
association of the Company.
18.2 The Administrator has the authority to take any
action consistent with the terms of the Option Plan, which it
deems necessary or advisable to comply with any laws or
regulatory requirements, including but not limited to,
modifying or amending the terms and conditions governing
Option Agreements, or establishing any local country plans as
sub-plans to this Option Plan.
RNTS Media N.V.
Stock Option Plan
Israeli Appendix
This Israeli Appendix (the 'Appendix') to the Stock Option Plan of
RNTS Media N.V. (the 'Company') as approved and adopted by the
supervisory board of the Company on 12 April 2016 and approved by the
general meeting of the Company on 15 June 2016 (the 'Plan') shall
apply only to persons who are, or are deemed to be, residents of the
State of Israel for Israeli tax purposes.
1. GENERAL
1.1. The management board of the Company (the 'Management
Board'), in its discretion, may grant Options to Nominees not
being members of the Management Board and the supervisory
board of the Company (the 'Supervisory Board') in its
discretion, may grant Options to Nominees being members of the
Management Board, both in accordance with Article 5.3 of the
Plan and such corporate body shall determine whether such
Options are intended to be 102 Options or 3(9) Options. Each
grant of Options shall be evidenced by an Option Agreement,
which shall expressly state that this Appendix applies, as the
case may be, and identify the Option type, and be in such form
and contain such provisions, as the Management shall from time
to time deem appropriate.
1.2. The Plan shall apply to any Options granted pursuant to
this Appendix, provided, that the provisions of this Appendix
shall supersede in the case of any inconsistency or conflict,
either explicit or implied, arising between the provisions of
this Appendix and the Plan.
1.3. Unless otherwise defined in this Appendix, capitalized
terms contained herein shall have the same meanings given to
them in the Plan.
2. DEFINITIONS.
2.1. '3(9) Option' means any Option representing a right to
purchase Shares granted by the Company to any Nominee who is
not an Employee pursuant to Section 3(9) of the Ordinance.
2.2. '102 Option' means any Option intended to qualify (as set
forth in the Option Agreement) and which qualifies under
Section 102, provided it is settled only in Shares.
2.3. '102 Capital Gain Track Option' means any Option granted
by the Company to an Employee pursuant to Section 102(b)(2) or
(3) (as applicable) of the Ordinance under the capital gain
track.
2.4. '102 Non-Trustee Option' means any Option granted by the
Company to an Employee pursuant to Section 102(c) of the
Ordinance without a Trustee.
2.5. '102 Ordinary Income Track Option' means any Option
granted by the Company to an Employee pursuant to Section
102(b)(1) of the Ordinance under the ordinary income track.
2.6. '102 Trustee Options' means, collectively, 102 Capital
Gain Track Options and 102 Ordinary Income Track Options.
2.7. 'Affiliate' means, for purpose of 102 Trustee Option, an
'employing company' within the meaning and subject to the
conditions of Section 102(a) of the Ordinance.
2.8. 'Applicable Law' shall mean any applicable law, rule,
regulation, statute, pronouncement, policy, interpretation,
judgment, order or decree of any federal, provincial, state or
local governmental, regulatory or adjudicative authority or
agency, of any jurisdiction, and the rules and regulations of
any stock exchange, over-the-counter market or trading system
on which the common stock of the Company are then traded or
listed.
2.9. 'Controlling Stockholder' means as to such term is
defined in Section 32(9) of the Ordinance.
2.10. 'Election' as defined in Section 3.2 below.
2.11. 'Employee' means an 'employee' within the meaning of
Section 102(a) of the Ordinance (which as of the date of the
adoption of this Appendix means (i) an individual employed by
an Israeli company being an Affiliate, and (ii) an individual
who is serving and is engaged personally (and not through an
entity) as an 'office holder' by an Affiliate, excluding any
Controlling Stockholder).
2.12. 'ITA' means the Israel Tax Authority.
2.13. 'Management' means:
(i) where the Nominee or Optionee concerned is a
member of the Management Board, the Supervisory Board; and
(ii) where the Nominee or Optionee concerned is not a
member of the Management Board, the Management Board.
2.14. 'Nominee' means a Nominee as defined in the Plan who is,
or is deemed to be, resident of the State of Israel for
Israeli tax purposes.
2.15. 'Ordinance' means the Israeli Income Tax Ordinance (New
Version), 1961, including the Rules and any other regulations,
rules, orders or procedures promulgated thereunder, as may be
amended or replaced from time to time.
2.16. 'Optionee' means an Optionee as defined in the Plan who
is, or is deemed to be, resident of the State of Israel for
Israeli tax purposes.
2.17. 'Required Holding Period' as defined in Section 3.5.1
below.
2.18. 'Rules' means the Income Tax Rules (Tax Benefits in
Stock Issuance to Employees) 5763-2003.
2.19. 'Section 102' means Section 102 of the Ordinance.
2.20. 'Trust Agreement' means the agreement to be signed
between the Company, an Affiliate and the Trustee for the
purposes of Section 102.
2.21. 'Trustee' means the trustee appointed by Management to
hold the Options and approved by the ITA.
2.22. 'Withholding Obligations' as defined in Section 5.5
below.
3. 102 OPTIONS
3.1. Tracks. Options granted pursuant to this Section 3 are
intended to be granted as either 102 Capital Gain Track
Options or 102 Ordinary Income Track Options. 102 Trustee
Options shall be granted subject to the special terms and
conditions contained in this Section 3 and the general terms
and conditions of the Plan, except for any provisions of the
Plan applying to Options under different tax laws or
regulations. In the event of any inconsistency or
contradictions between the provisions of this Section 4 and
the other terms of the Plan, this Section 4 shall prevail.
3.2. Election of Track. Subject to Applicable Law, the Company
may grant only one type of 102 Trustee Option at any given
time to all Nominees who are to be granted 102 Trustee Options
pursuant to this Appendix, and shall file an election with the
ITA regarding the type of 102 Trustee Option it elects to
grant before the Date of Grant of any 102 Trustee Option (the
'Election'). Such Election shall also apply to any other
securities received by any Nominee as a result of holding the
102 Trustee Options. The Company may change the type of 102
Trustee Option that it elects to grant only after the
expiration of at least 12 months from the end of the year in
which the first grant was made in accordance with the previous
Election, or as otherwise provided by Applicable Law. Any
Election shall not prevent the Company from granting 102
Non-Trustee Options.
3.3. Eligibility for Options. Subject to Applicable Law, 102
Options may only be granted to Employees. Such 102 Options may
either be granted to a Trustee or granted under Section 102
without a Trustee.
3.4. 102 Option Grant Date.
3.4.1. Each 102 Option will be deemed granted on
the date determined by Management, subject to the provisions
of the Plan, provided that (i) the Nominee has signed all
documents required by the Company or pursuant to Applicable
Law, and (ii) with respect to any 102 Trustee Option, the
Company has provided all applicable documents to the Trustee
in accordance with the guidelines published by the ITA.
3.4.2. Unless otherwise permitted by the
Ordinance, any grants of 102 Trustee Options that are made
on or after the date of the adoption of the Plan and this
Appendix or an amendment to the Plan or this Appendix, as
the case may be, that may become effective only at the
expiration of thirty (30) calendar days after the filing of
the Plan and this Appendix or any amendment thereof (as the
case may be) with the ITA in accordance with the Ordinance
shall be conditional only upon the expiration of such 30-day
period, and such condition shall be read and is incorporated
by reference into any corporate resolutions approving such
grants and into any Option Agreement evidencing such grants
(whether or not explicitly referring to such condition), and
the Date of Grant shall be at the expiration of such 30-day
period, whether or not the Date of Grant indicated therein
corresponds with this Section. In the case of any
contradiction, this provision and the Date of Grant
determined pursuant hereto shall supersede and be deemed to
amend any Date of Grant indicated in any corporate
resolution or Option Agreement.
3.5. 102 Trustee Options.
3.5.1. Each 102 Trustee Option and each Share
issued pursuant to exercise of any Vested 102 Trustee Option
and any rights granted thereunder, shall be allocated or
issued to and registered in the name of the Trustee and
shall be held in trust or controlled by the Trustee for the
benefit of the Optionee for the requisite period prescribed
by the Ordinance or such longer period as set by Management
(the 'Required Holding Period'). In the event that the
requirements under Section 102 to qualify an Option as a 102
Trustee Option are not met, then the Option may be treated
as a 102 Non-Trustee Option or 3(9) Option (as determined by
the Company), all in accordance with the provisions of the
Ordinance. After the expiration of the Required Holding
Period, the Trustee may release such 102 Trustee Options and
any such Shares, provided that (i) the Trustee has received
an acknowledgment from the ITA that the Optionee has paid
any applicable taxes due pursuant to the Ordinance, or (ii)
the Trustee and/or the Company and/or the Affiliate
withhold(s) all applicable taxes and compulsory payments due
pursuant to the Ordinance arising from the 102 Trustee
Options and/or any Shares issued upon exercise of such
Vested 102 Trustee Options. The Trustee shall not release
any 102 Trustee Options or Shares issued upon exercise of
Vested 102 Trustee Options prior to the payment in full of
the Optionee's tax and compulsory payments arising from such
102 Trustee Options and/or Shares or the withholding
referred to in (ii) above.
3.5.2. Each 102 Trustee Option shall be subject
to the relevant terms of the Ordinance, the Rules and any
determinations, rulings or approvals issued by the ITA,
which shall be deemed an integral part of the 102 Trustee
Options and shall prevail over any term contained in the
Plan, this Appendix or the Option Agreement that is not
consistent therewith. Any provision of the Ordinance, the
Rules and any determinations, rulings or approvals by the
ITA not expressly specified in the Plan, this Appendix or
Option Agreement that are necessary to receive or maintain
any tax benefit pursuant to Section 102 shall be binding on
the Optionee. The Optionee granted a 102 Trustee Option
shall comply with the Ordinance and the terms and conditions
of the Trust Agreement entered into between the Company and
the Trustee. The Optionee shall execute any and all
documents that the Company and/or the Affiliate and/or the
Trustee determine from time to time to be necessary in order
to comply with the Ordinance and the Rules.
3.5.3. During the Required Holding Period, the
Optionee shall not release from trust or sell, assign,
transfer or give as collateral, the Shares awarded upon the
exercise of a Vested 102 Trustee Option and/or any
securities issued or distributed with respect thereto, until
the expiration of the Required Holding Period.
Notwithstanding the above, if any such sale, release or
other action occurs during the Required Holding Period it
may result in adverse tax consequences to the Optionee under
Section 102 and the Rules, which shall apply to and shall be
borne solely by such Optionee. Subject to the foregoing, the
Trustee may, pursuant to a written request from the
Optionee, but subject to the terms of the Plan and this
Appendix, release and transfer such Shares to a designated
third party or the Company, provided that both of the
following conditions have been fulfilled prior to such
release or transfer: (i) payment has been made to the ITA of
all taxes and compulsory payments required to be paid upon
the release and transfer of the Shares, and confirmation of
such payment has been received by the Trustee and the
Company, and (ii) the Trustee has received written
confirmation from the Company that all requirements for such
release and transfer have been fulfilled according to the
terms of the Company's corporate documents, any agreement
governing the Shares, the Plan, this Appendix, the Option
Agreement and any Applicable Law.
3.5.4. If a Vested 102 Trustee Option is
exercised, the Shares issued upon such exercise shall be
transferred to the securities account in the name of the
Trustee for the benefit of the Optionee.
3.5.5. Upon or after receipt of a 102 Trustee
Option, if required, the Optionee may be required to sign an
undertaking to release the Trustee from any liability with
respect to any action or decision duly taken and executed in
good faith by the Trustee in relation to the Plan, this
Appendix, or any 102 Trustee Options granted to such
Optionee hereunder.
3.6. 102 Non-Trustee Options. The foregoing provisions of this
Section 3 relating to 102 Trustee Options shall not apply with
respect to 102 Non-Trustee Options, which shall, however, be
subject to the relevant provisions of Section 102 and the
applicable Rules. Management may determine that 102
Non-Trustee Options, the Shares issuable upon the exercise of
a Vested 102 Non-Trustee Option and/or any securities issued
or distributed with respect thereto, shall be allocated or
issued to the Trustee, who shall hold such 102 Non-Trustee
Option and all accrued rights thereon (if any) in trust for
the benefit of the Optionee and/or the Company, as the case
may be, until the full payment of tax arising from the 102
Non-Trustee Options, the Shares issuable upon the exercise of
a Vested 102 Non-Trustee Option and/or any securities issued
or distributed with respect thereto. The Company may choose,
alternatively, to require the Optionee to provide the Company
with a guarantee or other security, to the satisfaction of
each of the Trustee and the Company, until the full payment of
the applicable taxes.
3.7. Written Optionee Undertaking. With respect to any 102
Trustee Option, as required by Section 102 and the Rules, by
virtue of the receipt of such Option, the Optionee is deemed
to have undertaken and confirmed in writing the following (and
such undertaking is deemed incorporated into any documents
signed by the Optionee in connection with the employment or
service of the Optionee and/or the grant of such Option). The
following written undertaking shall be deemed to apply and
relate to all 102 Trustee Options granted to the Optionee,
whether under the Plan and this Appendix or other plans
maintained by the Company, and whether prior to or after the
date hereof:
3.7.1. The Optionee shall comply with all terms
and conditions set forth in Section 102 with regard to the
'Capital Gain Track' or the 'Ordinary Income Track', as
applicable, and the applicable rules and regulations
promulgated thereunder, as amended from time to time;
3.7.2. The Optionee is familiar with, and
understands the provisions of, Section 102 in general, and
the tax arrangement under the 'Capital Gain Track' or the
'Ordinary Income Track' in particular, and its tax
consequences; the Optionee agrees that the 102 Trustee
Options and Shares that may be issued upon exercise of the
Vested 102 Trustee Options (or otherwise in relation to the
Options), will be held by a trustee appointed pursuant to
Section 102 for at least the duration of the 'Holding
Period' (as such term is defined in Section 102) under the
'Capital Gain Track' or the 'Ordinary Income Track', as
applicable. The Optionee understands that any release of
such 102 Trustee Options or Shares from trust, or any sale
of the Shares prior to the termination of the Holding
Period, as defined above, will result in taxation at the
marginal tax rate, in addition to deductions of appropriate
social security, health tax contributions or other
compulsory payments; and
3.7.3. The Optionee agrees to the trust deed
signed between the Company, his employing company and the
trustee appointed pursuant to Section 102.
4. 3(9) OPTIONS
4.1. Options granted pursuant to this Section 4 are intended
to constitute 3(9) Options and shall be granted subject to the
general terms and conditions of the Plan, except for any
provisions of the Plan applying to Options under different tax
laws or regulations. In the event of any inconsistency or
contradictions between the provisions of this Section 4 and
the other terms of the Plan, this Section 4 shall prevail.
4.2. To the extent required by the Ordinance or the ITA or
otherwise deemed by Management to be advisable, the 3(9)
Options and/or any Shares or other securities issued or
distributed with respect thereto granted pursuant to the Plan
and this Appendix shall be issued to a trustee nominated by
Management in accordance with the provisions of the Ordinance.
In such event, the trustee shall hold such Options or other
securities issued or distributed with respect thereto in
trust, until exercised by the Optionee, and the full payment
of tax arising therefrom, pursuant to the Company's
instructions from time to time as set forth in a trust
agreement, which will have been entered into between the
Company and the trustee. If determined by Management, and
subject to such trust agreement, the Trustee shall be
responsible for withholding any taxes to which a Optionee may
become liable upon issuance of Shares, whether due to the
exercise of Vested Options or not.
4.3. Shares pursuant to a Vested 3(9) Option shall not be
issued, unless the Optionee delivers to the Company payment in
cash or by bank check or such other form acceptable to
Management of all withholding taxes due, if any, on account of
the Optionee acquiring Shares under the Option or the Optionee
provides other assurance satisfactory to Management of the
payment of those withholding taxes.
5. AGREEMENT REGARDING TAXES; DISCLAIMER
5.1. If Management shall so require, as a condition of
exercise of a Vested Option or the release of Shares by the
Trustee, an Optionee shall agree that, no later than the date
of such occurrence, the Optionee will pay to the Company (or
the Trustee, as applicable) or make arrangements satisfactory
to Management and the Trustee (if applicable) regarding
payment of any applicable taxes and compulsory payments of any
kind required by Applicable Law to be withheld or paid.
5.2. TAX LIABILITY. ALL TAX CONSEQUENCES UNDER ANY APPLICABLE
LAW WHICH MAY ARISE FROM THE GRANT OF ANY OPTIONS OR THE
VESTING, EXERCISE OR SETTLEMENT THEREOF, THE SALE OR
DISPOSITION OF ANY SHARES GRANTED HEREUNDER OR ISSUED UPON
EXERCISE OF ANY VESTED OPTION, THE ASSUMPTION, SUBSTITUTION,
CANCELLATION OR PAYMENT IN LIEU OF OPTIONS OR FROM ANY OTHER
ACTION IN CONNECTION WITH THE FOREGOING (INCLUDING WITHOUT
LIMITATION ANY TAXES AND COMPULSORY PAYMENTS, SUCH AS SOCIAL
SECURITY OR HEALTH TAX PAYABLE BY THE OPTIONEE OR THE COMPANY
IN CONNECTION THEREWITH) SHALL BE BORNE AND PAID SOLELY BY THE
OPTIONEE, AND THE OPTIONEE SHALL INDEMNIFY THE COMPANY, THE
AFFILIATE AND THE TRUSTEE, AND SHALL HOLD THEM HARMLESS
AGAINST AND FROM ANY LIABILITY FOR ANY SUCH TAX OR PAYMENT OR
ANY PENALTY, INTEREST OR INDEXATION THEREON. EACH OPTIONEE
AGREES TO, AND UNDERTAKES TO COMPLY WITH, ANY RULING,
SETTLEMENT, CLOSING AGREEMENT OR OTHER SIMILAR AGREEMENT OR
ARRANGEMENT WITH ANY TAX AUTHORITY IN CONNECTION WITH THE
FOREGOING WHICH IS APPROVED BY THE COMPANY.
5.3. NO TAX ADVICE. THE NOMINEE OR OPTIONEE IS ADVISED TO
CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF RECEIVING, EXERCISING OR DISPOSING OF OPTIONS
HEREUNDER. THE COMPANY AND THE AFFILIATE DO NOT ASSUME ANY
RESPONSIBILITY TO ADVISE THE NOMINEE OR OPTIONEE ON SUCH
MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE
NOMINEE OR OPTIONEE.
5.4. TAX TREATMENT. THE COMPANY AND THE AFFILIATE DO NOT
UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY TO THE
EFFECT THAT ANY OPTION SHALL QUALIFY WITH ANY PARTICULAR TAX
REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR
BENEFIT FROM ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE OF
ANY TYPE AND THE COMPANY AND THE AFFILIATE SHALL BEAR NO
LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY OPTION IS
EVENTUALLY TREATED FOR TAX PURPOSES, REGARDLESS OF WHETHER THE
OPTION WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY
PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL
SUPERSEDE ANY DESIGNATION OF OPTIONS OR TAX QUALIFICATION
INDICATED IN ANY CORPORATE RESOLUTION OR OPTION AGREEMENT,
WHICH SHALL AT ALL TIMES BE SUBJECT TO THE REQUIREMENTS OF
APPLICABLE LAW. THE COMPANY AND THE AFFILIATE DO NOT UNDERTAKE
AND SHALL NOT BE REQUIRED TO TAKE ANY ACTION IN ORDER TO
QUALIFY ANY OPTION WITH THE REQUIREMENTS OF ANY PARTICULAR TAX
TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT THAT
ANY OPTION IS INTENDED TO QUALIFY FOR ANY TAX TREATMENT SHALL
IMPLY SUCH AN UNDERTAKING. NO ASSURANCE IS MADE BY THE COMPANY
OR THE AFFILIATE THAT ANY PARTICULAR TAX TREATMENT ON THE DATE
OF GRANT WILL CONTINUE TO EXIST OR THAT THE OPTION WILL
QUALIFY AT THE TIME OF EXERCISE OR DISPOSITION THEREOF WITH
ANY PARTICULAR TAX TREATMENT. THE COMPANY AND THE AFFILIATE
SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN
THE EVENT THAT AN OPTION DOES NOT QUALIFY FOR ANY PARTICULAR
TAX TREATMENT, REGARDLESS WHETHER THE COMPANY AND/OR THE
AFFILIATE COULD HAVE TAKEN ANY ACTION TO CAUSE SUCH
QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL
TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK OF THE OPTIONEE.
THE COMPANY AND THE AFFILIATE DO NOT UNDERTAKE OR ASSUME ANY
LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION
(WHETHER WRITTEN OR UNWRITTEN) OF ANY TAX AUTHORITY, INCLUDING
IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX
REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT. IF THE
OPTIONS DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT IT
COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE OPTIONEE.
5.5. The Company or the Affiliate may take such action as it
may deem necessary or appropriate, in its discretion, for the
purpose of or in connection with withholding of any taxes and
compulsory payments which the Trustee, the Company or the
Affiliate is required by any Applicable Law to withhold in
connection with any Options (collectively, 'Withholding
Obligations'). Such actions may include (i) requiring
Optionees to remit to the Company in cash an amount sufficient
to satisfy such Withholding Obligations and any other taxes
and compulsory payments, payable by the Company and/or the
Affiliate in connection with the Option or the exercise
thereof; (ii) subject to Applicable Law, allowing the
Optionees to provide Shares, in an amount that at such time,
reflects a value that Management determines to be sufficient
to satisfy such Withholding Obligations; (iii) withholding
Shares otherwise issuable upon the exercise of a Vested Option
at a value which is determined by Management to be sufficient
to satisfy such Withholding Obligations; or (iv) any
combination of the foregoing. The Company shall not be
obligated to allow the exercise of any Vested Option by or on
behalf of a Optionee until all tax consequences arising from
the exercise of such Option are resolved in a manner
acceptable to the Company.
5.6. Each Optionee shall notify the Company and the relevant
Affiliate in writing promptly and in any event within ten (10)
days after the date on which such Optionee first obtains
knowledge of any tax bureau inquiry, audit, assertion,
determination, investigation, or question relating in any
manner to the Options granted or received hereunder or Shares
issued thereunder and shall continuously inform the Company
and the relevant Affiliate of any developments, proceedings,
discussions and negotiations relating to such matter, and
shall allow the Company and the relevant Affiliate and their
representatives to participate in any proceedings and
discussions concerning such matters. Upon request, an Optionee
shall provide to the Company and/or the relevant Affiliate any
information or document relating to any matter described in
the preceding sentence, which the Company or the Affiliate,
respectively, in its discretion, requires.
5.7. With respect to 102 Non-Trustee Options, if the Optionee
ceases to be employed by the Company or any Affiliate, the
Optionee shall extend to the Company and/or the Affiliate with
whom the Optionee is employed a security or guarantee for the
payment of taxes due at the time of sale of Shares, all in
accordance with the provisions of Section 102 and the Rules.
6. RIGHTS AND OBLIGATIONS AS A STOCKHOLDER
6.1. An Optionee shall have no rights as a stockholder of the
Company with respect to any Shares covered by an Option until
the Optionee exercises the Vested Option, pays the Option
Price therefor and becomes the record holder of the subject
Shares. In the case of 102 Options or 3(9) Options (if such
Options are being held by a Trustee), the Trustee shall have
no rights as a stockholder of the Company with respect to the
Shares covered by such Option until the Trustee becomes the
record holder for such Share for the Optionee's benefit, and
the Optionee shall not be deemed to be a stockholder and shall
have no rights as a stockholder of the Company with respect to
the Shares covered by the Option until the date of the release
of such Shares from the Trustee to the Optionee and the
transfer of record ownership of such Shares to the Optionee
(provided however that the Optionee shall be entitled to
receive from the Trustee any cash dividend or distribution
made on account of the Shares held by the Trustee for such
Optionee's benefit, subject to any tax withholding and
compulsory payment). No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or
other property) or distribution of other rights for which the
record date is prior to the date on which the Optionee or
Trustee (as applicable) becomes the record holder of the
Shares covered by an Option, except as provided in the Plan.
6.2. With respect to Shares issued upon the exercise of Vested
Options hereunder, any and all voting rights attached to such
Share shall be subject to the provisions of the Plan, and the
Optionee shall be entitled to receive dividends distributed
with respect to such Shares, subject to the provisions of the
Company's articles of association, as amended from time to
time, and subject to any Applicable Law.
6.3. The Company may, but shall not be obligated to, register
or qualify the sale of Shares under any applicable securities
law or any other Applicable Law.
6.4. Shares issued pursuant to a Vested Option shall be
subject to the Company's articles of association, any
limitation, restriction or obligation applicable to
stockholders included in any governing documents of the
Company, and all policies, manuals and internal regulations
adopted by the Company, including but not limited to the
Company Insider Trading Rules, from time to time, in each
case, as may be amended from time to time, including any
provisions included therein concerning restrictions or
limitations on disposition of Shares (such as, but not limited
to, right of first refusal and lock up/market stand-off) or
grant of any rights with respect thereto, forced sale and
bring along provisions, any provisions concerning restrictions
on the use of inside information and other provisions deemed
by the Company to be appropriate in order to ensure compliance
with Applicable Laws. Each Optionee shall execute such
separate agreement(s) as may be requested by the Company
relating to matters set forth in this Section 6.4. The
execution of such separate agreement(s) may be a condition by
the Company to the exercise of any Vested Option.
7. GOVERNING LAW
7.1. This Appendix shall be governed by, construed and
enforced in accordance with the laws of the Netherlands,
without reference to conflicts of law principles, except that
applicable Israeli laws, rules and regulations (as amended)
shall apply to any mandatory tax matters arising hereunder.
****
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