On October 3, 2008, the Supervisory Board adopted a resolution on the adoption of the Management Option Scheme Regulations (“Regulations”). These Regulations were adopted on the basis of Resolution No. 18/2008, Resolution No. 19/2008 and Resolution No. 20/2008 of the Ordinary General Meeting of Shareholders of Quantum software SA of June 17, 2008 on the implementation of the Company’s Incentive Program for 2008-2011 a conditional increase in the share capital of Quantum software SA and on the issue of the Company’s Subscription Warrants under the Management Options Program (“OM Program”).
The OM Scheme is addressed to the key management personnel of the Company and its subsidiaries and associates (“Eligible Persons”). The purpose of the MO Program is to create an incentive system by closely linking the interests of the Eligible Persons with the interests of the Company and its other shareholders.
The Regulations define the detailed rules for the operation of the MO Scheme, in particular the conditions for the acquisition of registered subscription warrants (“Warrants”) and the conditions for the acquisition and exercise of the right to subscribe for series D Quantum SA shares with a nominal value of PLN 0.50 each (“Shares”) by Eligible Persons. Warrant entitles to subscribe for one series D share at an issue price of PLN 1.
The MO program will be implemented by issuing Warrants to Eligible Persons, which will be indicated in separate resolutions of the Supervisory Board. The IO Scheme provides for the free issue of no more than 44,100 Warrants issued in three Packages:
First Package – means the first package of Warrants allocated in 2009 in the number of
11,757 (eleven thousand seven hundred fifty-seven) Warrants.
Second Packet – means the second packet of Warrants allocated in 2010 in the number of 14,699 (fourteen thousand six hundred and ninety-nine) Warrants.
Third Packet – means the third packet of Warrants allocated in 2011 in the number of 17,644 (seventeen thousand six hundred and forty four) Warrants.
The Supervisory Board, at the request of the President of the Management Board, will draw up a list of Authorized Persons on the following dates:
- The list of Persons Eligible to purchase the First Package will be prepared by the Supervisory Board at the request of the President of the Management Board by October 3, 2008.
- The list of Persons Eligible to purchase the Second Package will be prepared by the Supervisory Board at the request of the President of the Management Board by 15 July 2009.
- The list of Persons Eligible to purchase the Third Package will be prepared by the Supervisory Board at the request of the President of the Management Board by July 15, 2010.
The possibility of acquiring the Warrants included in the First Package, Second Package and Third Package will depend in particular on the fulfillment by individual Eligible Persons or the Company of the conditions provided for in the Agreement concluded by the Company with each of the Eligible Persons approved by the Supervisory Board. Agreements specifying the rules of participation in the Program under the First Package, Second Package and Third Package will be concluded within 14 (fourteen) days from the date of the deadline indicated in individual points above.
Eligible Persons who acquire the right to acquire Warrants pursuant to a resolution of the Supervisory Board, will exercise them by exercising the Warrants, i.e. exercising their right to acquire Shares due to the Warrants.
Eligible Persons, after meeting the conditions provided for in the Regulations and the Agreement, will be able to purchase Warrants on the following dates:
- In the case of Warrants belonging to the First Package, acquired pursuant to the resolutions of the Supervisory Board adopted by July 15, 2009 – from August 1 to October 31, 2009;
- In the case of Warrants belonging to the Second Package, acquired pursuant to the resolutions of the Supervisory Board adopted by July 15, 2010 – from August 1 to October 31, 2010;
- In the case of Warrants belonging to the Third Stake, acquired pursuant to the resolutions of the Supervisory Board adopted by July 15, 2011 – from August 1 to October 31, 2011.
The company estimates that the total cost of the OM Program will be approximately PLN 480 thousand. zloty. The estimated cost under the First Package included in 2008 will be PLN 40,000. PLN, while the estimated cost included in 2009 will be PLN 80 thousand.