On Thursday, 19 June 2008, AS Starman concluded agreements on purchase and cancellation of share options with members of the management board Peeter Kern, Rändy Hütsi and Henri Treude („Sale Agreements“). The agreements were concluded due to the changes in the structure of shareholders of AS Starman after the takeover bid, and due to the review of the motivation programme of the management board members as a result of such changes. According to the option agreements concluded on 2 June 2005, the management board at the moment owns 20 000 call options (ISIN code EE3700080692). Each call option („Option“) grants a right to subscribe for 30 shares of AS Starman, whereas the Options may be exercised in three series with two-year exercise periods starting on 1 July 2006. The exercise period of the last Options expires on 30 June 2010. The strike price for the first series of Options is the volume weighted market price of AS Starman shares for the 3rd to 8th week after the Initial Public Offering of the shares + 15%; for the second series of Options - the volume weighted market price of AS Starman shares for the 1st quarter of year 2006 + 15%; and for the third series of Options - the volume weighted market price of AS Starman shares for the 1st quarter of year 2007 + 15%. Upon grant of Options, fringe benefit taxes were paid according to Estonian tax laws. According to the Sale Agreements, all members of the management board sell the above-mentioned Options to AS Starman. The Parties may close the Sale Agreements in several parts and on several dates. After the Options have been transferred, AS Starman undertakes to take all necessary actions to cancel the Options. The aggregate purchase price payable by AS Starman for all Options is 828 917,38 EUR. The purchase price has been calculated based on the price of the takeover bid announced on 29 October 2007 and the strike price of the Options. As a result of the transaction, the assets and the equity of AS Starman will decrease by the amount of the purchase price payable to the management board members. The supervisory board of AS Starman approved the transactions on 19 June 2008. Additional information: Peeter Kern +3725016113
Conclusion of agreements for sale and cancellation of share options between AS Starman and members of the management board
| Source: Starman