AT&S Austria Technologie & Systemtechnik AG / Miscellaneous 13.02.2009 Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. =-------------------------------------------------------------------------- AT&S Austria Technologie & Systemtechnik Aktiengesellschaft ('AT&S' or 'the Company') intends to establish a Stock Option Plan 2009-2012 ('SOP 2009') when the Stock Option Plan 2005-2008 expires. The aim is to ensure that senior management and key staff at AT&S and its associated enterprises continue to be committed to the Group, to create special performance incentives, and to provide a form of performance related remuneration appropriate to the international markets in which AT&S operates. Stock options awarded under SOP 2009 entitle the option holder either to payment in the form of cash or to shares in the Company, at the option holder's discretion. Pursuant to section 95 subsection 6 Austrian Stock Exchange Act (AktG), at least two weeks before the passage of the relevant resolution by the Management Board and Supervisory Board (Remuneration Committee), the Management and Supervisory Boards are publishing the following report in accordance with section 159 subsection 2 lit 3 AktG. 1. Principles and performance incentives of SOP 2009 stock options plan The aim of SOP 2009 is to provide senior management of the AT&S Group with a form of performance related remuneration appropriate to the international markets in which AT&S operates, and to enhance AT&S's stock market value. The purpose of issuing AT&S stock options to management and key staff at AT&S and its associated enterprises is to give them an interest in the permanent increase of the value of AT&S, in order to create a special incentive to excellent performance. The amount of the variable remuneration is to depend on value of the Plan participants' performance to AT&S Group, and on the performance of AT&S's share price. This should ensure that Management's actions are more closely linked to the interests of AT&S shareholders, and also enable Management to participate in the profits achieved. 2. Number of options to be awarded to staff, senior management and members of the Management Board, with respective share entitlements The number of stock options to be allocated to each group and the share entitlements are as follows: a) For individual members of AT&S's Management Board, a maximum of 40,000 options for each financial year; b) For individual members of AT&S's highest management level, a maximum of 10,000 options for each financial year; c) For individual members of the operational management of associated enterprises, a maximum of 6,000 options for each financial year; d) For individual senior managers of AT&S and its associated enterprises and certain employees in key positions in AT&S and its associated enterprises with significant influence and effect on the Group's performance, a maximum of 4,000 options for each financial year. The allocation date is 1 April in each of the years 2009, 2010, 2011 and 2012. The amounts of allocations are based on the allocation criteria described above, and decisions are the responsibility of the Management Board or the Remuneration Committee of the Supervisory Board. Under SOP 2009, a maximum of 1,000,000 options may be allocated over the life of the Plan. For each tranche, the maximum allocation is 250,000 options. In the event of share splits, capital increases and similar events, there are provisions ensuring that option holders' entitlements are not diluted. Each option entitles the holder to acquire one share in AT&S. There are currently 512,000 options in issue under the Stock Option Plan 2005-2008, of which 160,000 are held by Harald Sommerer, Chairman of the Management Board, 120,000 by Steen E. Hansen, and 120,000 by Heinz Moitzi, both members of the Management Board, and 112,500 by senior management. At present, no stock options are held by other staff. 3. Important conditions of option agreements 3.1 Exercise price The exercise price of the stock options is the average daily closing price of AT&S's shares on the Vienna Stock Exchange or the stock exchange on which AT&S's shares are primarily listed over the last six calendar months preceding the date of each allocation, plus a premium of 10% of that average. 3.2 Life of the options, qualifying periods and exercise windows Stock options allocated under SOP 2009 which are not exercised within 5 (five) years of allocation date lapse without replacement. The stock options allocated may be exercised after the qualifying periods have elapsed, as follows: a) Up to 20 % of the stock options of a given allocation after a period of two years has passed since allocation; b) A further 30 % of the stock options of a given allocation after a period of three years has passed since allocation; c) The remaining 50 % of the stock options of a given allocation after a period of four years has passed since allocation. Stock options exercisable by the option holders may not be exercised during blackout periods, i.e., not directly before price-sensitive information concerning AT&S is made public (in particular, quarterly reports, annual results press conferences, annual general meetings, etc.). Option holders are notified of blackout periods by AT&S. 3.3 Non-transferability, no retention periods The stock options are non-transferable, except by reason of death, and may only be exercised by the option holders personally. Shares acquired through the exercise of stock options are not subject to any retention period. 3.4 Termination of employment Stock options can as a matter of principle only be exercised by option holders who at the time of exercise have a valid contract of employment or service with AT&S or one of its associated enterprises. In the event of termination of employment for reasons which are the responsibility of the employer, or because the option holder goes into retirement or dies, all stock options already allocated remain exercisable for the period of a year, after which they lapse without replacement. If a contract with a member of the AT&S Management Board is terminated prematurely for fault, then all exercisable or unexercised stock options lapse as of the date on which termination becomes legally effective. In all other cases where Management Board members cease to exercise their functions, all stock options already allocated may be exercised for a period of a year from the date of that cessation, after which they lapse without replacement. Vienna, February 2009 The Management Board and the Supervisory Board of AT&S Austria Technologie & Systemtechnik Aktiengesellschaft AT&S Austria Technologie und Systemtechnik AG Hans Lang, IRO Tel. +43-1-68300-9259, E-Mail: firstname.lastname@example.org, www.ats.net 13.02.2009 Financial News transmitted by DGAP =-------------------------------------------------------------------------- Language: English Issuer: AT&S Austria Technologie & Systemtechnik AG Fabriksgasse 13 8700 Leoben Österreich Phone: +43 (1) 3842200-0 Fax: +43 (1) 3842200-216 E-mail: email@example.com Internet: www.ats.net ISIN: AT0000969985 WKN: 922230 Listed: Freiverkehr in Berlin, Hannover, Düsseldorf, Hamburg, München, Stuttgart; Open Market in Frankfurt; Foreign Exchange(s) Wien End of News DGAP News-Service =--------------------------------------------------------------------------
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