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At its 26th May 2000, 20th October 2000, 12th July 2001, 9th August 2002, 10th October 2003, 8th October 2004 and 9th December 2005 meetings, the Board of Directors of the Company, using the authorisation given to it by the shareholders’ meetings of 24th May 2000, 10th May 2001, 6th May 2003 and 11th May 2005 approved the granting of stock options for subscription of shares in the Company. The principal characteristics of these options as at 31st December 2005 are summarised in the table below:
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| First tranche | Second tranche | |
| Date of General Meeting | 24th May 2000 | 24th May 2000 |
| Date of Board meeting | 26th May 2000 | 20th October 2000 |
| Number of options that were granted | 5,324,884 | 240,000 |
| Number of options outstanding | 2,440,381 | 104,350 |
| Of which: shares that may be subscribed by directors and officers | 720,000 | 60,000 |
| Total number of eligible employees | Approximately 850 | 34 |
| Date from which the options may be exercised | 50% of options may be exercised after a period of two years and four weeks from the date of grant of the options; 50% of options may be exercised as of the third anniversary of the date of grant of the options (subject to specific provisions contained in the Insider Trading Rules — see “Part 2: Governing Law — Dutch Regulations”). | 50% of options may be exercised after a period of two years and four weeks from the date of grant of the options; 50% of options may be exercised as of the third anniversary of the date of grant of the options (subject to specific provisions contained in the Insider Trading Rules — see “Part 2: Governing Law — Dutch Regulations”). |
| Date of expiration | Tenth anniversary of the date of grant of the options | Tenth anniversary of the date of grant of the options |
| Exercise price | €20.90 | €20.90 |
| Number of options exercised | 2,179,019 | 119,650 |
| Third tranche | Fourth tranche | |
| Date of General Meeting | 10th May 2001 | 10th May 2001 |
| Date of Board meeting | 12th July 2001 | 9th August 2002 |
| Number of options that were granted | 8,524,250 | 7,276,700 |
| Number of options outstanding | 5,288,723 | 4,359,189 |
| Of which: shares that may be subscribed by: | ||
| – Mr. Philippe Camus* | 135,000 | 135,000 |
| – Mr. Rainer Hertrich* | 135,000 | 135,000 |
| – the 10 employees having being granted the highest number of options during the year 2001 (third tranche) and 2002 (fourth tranche) | 738,000 | 808,000 |
| Total number of eligible beneficiaries | Approximately 1,650 | Approximately 1,562 |
| Date from which the options may be exercised | 50% of options may be exercised after a period of two years and four weeks from the date of grant of the options; 50% of options may be exercised as of the third anniversary of the date of grant of the options (subject to specific provisions contained in the Insider Trading Rules — see “Part 2: Governing Law — Dutch Regulations”). | 50% of options may be exercised after a period of two years and four weeks from the date of grant of the options; 50% of options may be exercised as of the third anniversary of the date of grant of the options (subject to specific provisions contained in the Insider Trading Rules — see “Part 2: Governing Law — Dutch Regulations”). |
| Date of expiration | Tenth anniversary of the date of grant of the options | Tenth anniversary of the date of grant of the options |
| Exercise price | €24.66 | €16.96 |
| Number of options exercised | 2,069,027 | 2,672,036 |
| Fifth tranche | Sixth tranche | |
| Date of General Meeting | 6th May 2003 | 6th May 2003 |
| Date of Board meeting | 10th October 2003 | 8th October 2004 |
| Number of options that may be subscribed | 7,563,980 | 7,777,280 |
| Number of options outstanding | 6,493,005 | 7,699,060 |
| Of which: shares that may be subscribed by: | ||
| – Mr. Philippe Camus* | 135,000 | 135,000 |
| – Mr. Rainer Hertrich* | 135,000 | 135,000 |
| – the 10 employees having being granted the highest number of options during the year 2003 (fifth tranche) and 2004 (sixth tranche) | 808,000 | 808,000 |
| Total number of eligible beneficiaries | Approximately 1,491 | Approximately 1,495 |
| Date from which the options may be exercised | 50% of options may be exercised after a period of two years and four weeks from the date of grant of the options; 50% of options may be exercised as of the third anniversary of the date of grant of the options (subject to specific provisions contained in the Insider Trading Rules — see “Part 2: Governing Law — Dutch Regulations”). | 50% of options may be exercised after a period of two years and four weeks from the date of grant of the options; 50% of options may be exercised as of the third anniversary of the date of grant of the options and when applicable, subject to certain performance conditions (subject to specific provisions contained in the Insider Trading Rules — see “Part 2: Governing Law — Dutch Regulations”). |
| Date of expiration | Tenth anniversary of the date of grant of the options | Tenth anniversary of the date of grant of the options |
| Exercise price | €15.65 | €24.32 |
| Number of options exercised | 885,125 | 0 |
| Seventh tranche | ||
| Date of General Meeting | 11th May 2005 | |
| Date of Board meeting | 9th December 2005 | |
| Number of options that were granted | 7,981,760 | |
| Number of options outstanding | 7,981,760 | |
| Of which: shares that may be subscribed by: | ||
| – Mr. Thomas Enders* | 135,000 | |
| – Mr. Noël Forgeard* | 135,000 | |
| – the 10 employees having being granted the highest number of options during the year 2005 (seventh tranche) | 940,000 | |
| Total number of eligible beneficiaries | Approximately 1,608 | |
| Date from which the options may be exercised | 50% of options may be exercised after a period of two years and four weeks from the date of grant of the options; 50% of options may be exercised as of the third anniversary of the date of grant of the options and when applicable, subject to certain performance conditions (subject to specific provisions contained in the Insider Trading Rules — see “Part 2: Governing Law — Dutch Regulations”) | |
| Date of expiration | Tenth anniversary of the date of grant of the options | |
| Exercise price | €33.91 | |
| Number of options exercised | 0 |
| (*) | For more information in respect of options granted to the Executive Directors, see “Notes to the Company Financial Statements — Note 9: Remuneration”. |
For information in respect of options cancelled and exercised during the year, see “Notes to the Consolidated Financial Statements (IFRS) — Note 31: Share-based Payment”.
 Further information |
For information on the transactions carried out by the members of the Board of Directors and the Executive Committee see | |
