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Resolution No. 5/2007
of the Extraordinary General Assembly
"Kredyt Inkaso" Spółka Akcyjna in Zamość
dated 30 November 2007
on adopting an Incentive Program
Extraordinary General Assembly of Kredyt Inkaso S.A. has resolved as follows:
§ 1 [Establishment of Incentive Program.]
With a view to establishing at Kredyt Inkaso Spółka Akcyjna, based in Zamość (hereinafter
"Kredyt Inkaso" or the "Company"), mechanisms to encourage members of the Management
Board, key employees and associates of the Company to take action aimed at ensuring longterm increase in the worth of the Company, as well as establishing bonds between the
Company and management staff members, and guided by the need to create the conditions for
rewarding the input of the Management Board members and key employees or associates of
the Company in growth thereof, hereby adopts an Incentive Program (hereinafter the
"Incentive Program" or "Program") for the above-mentioned persons.
§ 2. [Participants in the program.]
The Incentive Program will be offered to:
1) members of the Management Board – tranches I, II and III;
2) other employees or associates or the Company, designated by the Management Board and
approved by the Supervisory Board, taking into account the criteria specified above in §1, and
subject to § 4(4) – tranches II and III (hereinafter referred to as "Program Participants").
§ 3. [Parameters of the Program.]
1. the Incentive Program will be carried out over the next 3 (three) Financial Years, with
effect from the Financial Year commencing on 28/12/2006 and ending on 31/03/2008
(hereinafter the "Financial Year 2008"), then in the Financial Year commencing on
01/04/2008 and ending on 31/03/2009 (hereinafter the "Financial Year 2009") and in the
Financial Year commencing on 01/04/2009 and ending on 31/03/2010 (hereinafter referred to
as the "Financial Year 2010") (hereinafter the "Program Implementation Years" or with
reference to a single year of that period the "Program Implementation Year", and the "Rights
Acquisition Period(s)").
2. The Program Participants will be eligible to taking up Series D ordinary bearer shares of
the Company (hereinafter the "Eligibility"), as follows:
1) Tranche I – no more than 65,000 (sixty five thousand) series D ordinary bearer shares –
over the first Program Year – if the Company's net profit for the Financial Year 2008 is at
least 4,202,000 zlotys (four million two hundred two thousand) (the net profit shown in the
prospectus prepared in connection with the public offering of series B ordinary bearer shares
and in connection with applying for admission to trading on a regulated market of series A
and B ordinary bearer shares and the rights to series B shares as projected on 31/03/2008)
adjusted for the effects of valuation on the balance sheet date of this Incentive Program;
2) Tranche II – no more than 65,000 (sixty five thousand) series D ordinary bearer shares –
over the second Program Year – if the Company's net profit for the Financial Year 2009 is at
least 50% (fifty percent) higher than for the Financial Year 2008 and if the price of the
Company's shares grows faster by at least 10% (ten percent) than the index sWIG80 or
declines slower by at least 10% (ten percent) than that index, especially when the increase in
the Company's average share price over the last 60 (sixty) stock exchange sessions prior to 01
April 2009 in relation to the average Company's share price of the sixty (60) stock exchange
sessions prior to 01 April 2008, divided by the increase in the average index sWIG80 of the
last sixty (60) stock exchange sessions prior to 01 April 2009 in relation to the average index
sWIG80 of sixty (60) stock exchange sessions prior to 01 April 2008 is greater than 1.1 (one
and one-tenth).
3) Tranche III – no more than 70,000 (seventy thousand) series D ordinary bearer shares –
over the third Program Implementation Year – if the Company's net profit for the Financial
Year 2010 is at least 50% (fifty percent) higher than for the Financial Year 2009, or – if the
Company's net profit for the Financial Year 2010 is at least 125% (one hundred twenty five
percent) higher than for the Financial Year 2008, and if the price of the Company's shares
grows faster by at least 10% (ten percent) than the sWIG80 index or declines slower by at
least 10% (ten percent) than that index, especially when the increase in the Company's
average share price over the last 60 (sixty) stock exchange sessions prior to 01 April 2010 in
relation to the average Company's share price of the sixty (60) stock exchange session prior to
01 April 2009, divided by the increase in the average index sWIG80 of the last sixty (60)
stock exchange session prior to 01 April 2010 in relation to the average index sWIG80 of
sixty (60) stock exchange session prior to 01 April 2009, is greater than 1.1 (one and onetenth).
The detailed method for the calculation of the average share price in relation to the sWIG80
index is presented in the following formulas:
P – share price;
W – sWIG80 index
P0 – primary share price for the calculation of growth; determined as the arithmetic mean of
the daily closing quotations at the last 60 (sixty) stock exchange sessions prior to 01 April
2008.
W0 – primary sWIG80 index for the calculation of growth; determined as the arithmetic mean
of daily closing sWIG80 quotations over the last 60 (sixty) stock exchange sessions prior to
01 April 2008.
P2009 – the average share price at the end of the Financial Year 2009; determined as the
arithmetic mean of daily closing quotations at the last 60 (sixty) stock exchange sessions prior
to 01 April 2009.
W2009 – the average value of the sWIG80 index at the end of the Financial Year 2009;
determined by calculating the arithmetic mean of daily closing sWIG80 indices at the last
sixty (60) stock exchange sessions prior to 01 April 2009.
∆P2009 – increase in the price of the Company's shares over the Financial Year 2009;
determined as the arithmetic mean of the daily closing quotations at the last 60 (sixty) stock
exchange sessions prior to 01 April 2008, less P0.
∆W2009 – increase in the sWIG80 index over the Financial Year 2009; determined as the
arithmetic mean of the daily closing sWIG80 indices at the last sixty (60) stock exchange
sessions prior to 01 April 2009, less W0
(∆P2009/P0) * 100% – percentage change in the Company's share price at the end of the
Financial Year 2009 compared to the average share price of the Company at the end of the
Financial Year 2008
(∆W2009/W0) * 100% – percentage change in the sWIG80 index at the end of the Financial
Year 2009 compared to the average value of the SWIG80 index at the end of the Financial
Year 2008
(∆P2009/P0)/(∆W2009/W0) – if greater than 1.1 (one and one-tenth) the criterion is met that
the Company's share price should grow faster than the sWIG80 index at the end of the
Financial Year 2009 as compared to the end of the Financial Year 2008.
If the change in the share price in a given year is negative and the sWIG80 index in that year
declines, then the criterion that the Company's share price should decline slower by at least
10% (ten percent) than the sWIG80 index at the end of the Financial Year 2009 as compared
to the end of the Financial Year 2008, is met when the ratio in absolute terms
(∆P2009/P0)/(∆W2009/W0) is less than 0.9 (zero and nine tenths).
∆P2010 – increase in the Company's share price over the Financial Year 2010; determined as
the arithmetic mean of daily closing quotations at the last sixty (60) stock exchange sessions
prior to 01 April 2010, less P2009
∆W2010 – increase in the sWIG80 index over the Financial Year 2010; determined as the
arithmetic mean of daily closing sWIG80 indices at the last sixty (60) stock exchange sessions
prior to 01 April 2010, less W2009
(∆P2010/P2009) * 100% – percentage change in the Company's share price at the end of the
Financial Year 2010 compared to the average Company's share price at the end of the
Financial Year 2009.
(∆W2010/W2009) * 100 % – percentage change in the growth of sWIG80 index at the end of
the Financial Year 2010 compared to the average value of the sWIG80 index at the end of the
Financial Year 2009.
(∆P2010/P2009)/(∆W2010/W2009) – if greater than 1.1 (one and one-tenth) the criterion is
met that the Company's share price should grow faster than the sWIG80 index at the end of
the Financial Year 2010 as compared to the end of the Financial Year 2009.
If the change in the share price in a given year is negative and the sWIG80 index in that year
declines, then the criterion that the Company's share price should decline slower by at least
10% (ten percent) than the sWIG80 index at the end of the Financial Year 2010 as compared
to the end of the Financial Year 2009, is met when the ratio in absolute terms
(∆P2009/P0)/(∆W2009/W0) is less than 0.9 (zero and nine tenths).
The shares included in Tranche I that may not be taken up because the condition is not met
may be transferred to Tranche II, or the shares included in Tranche I or II which can not be
taken up because the condition is not met may be transferred to Tranche III. The decision to
transfer is taken by the Management Board and approved by the Supervisory Board by the last
day of the first full calendar month following the approval of the financial statement for the
corresponding Program Year. Along with deciding to transfer shares, the Management Board,
having received approval from the Supervisory Board, will modify the list of Eligible Persons.
If the system or place of listing of the Company's shares change or if there is a substantial
change in the methodology for calculating the value of the sWIG80 index, the Management
Board, having received approval of the Supervisory Board, will determine a new index to
represent the prices on the Polish stock market.
3. The total number of series D shares taken up by the Eligible Persons in the course of the
Incentive Program may not exceed 200,000 (two hundred thousand).
4. In the 2nd and 3rd Program Implementation Years, 66% (sixty six percent) to 80% (eighty
percent) of shares are intended for members of the Management Board of the Company, and
the remainder – for other employees or associates of the Company. As part of the envelope
intended for the Management Board, the following weights are established (in force for each
of the Program Implementation Years):
– President of the Management Board – 3 (three);
– Member of the Management Board – 2 (two).
5. Subject to paragraph 6, in the event that the anticipated net profit is reached, the Program
Participants referred to in paragraph 4 who have met the other conditions specified in § 6 of
the resolution (hereinafter, the "Eligible Persons"), will be entitled to take up Series D shares
of the Company ("Eligibility").
6. In the event of partial achievement of the Program Parameters, the Eligibility for taking up
Company's shares will be implemented in part, as described below:
1) Financial Year 2008:
If the condition is not met, the Eligibility does not exist.
2) Financial Year 2009:
a) 1/2 (half) of the pool of shares:
– When the increase in profit in 2009 will amounts at least to the rate specified in paragraph
2(2) – all of 1/2 (half) of the pool
– When the increase in profit in 2009 amounts to at least 85% (eighty five percent) of the rate
specified in paragraph 2(2) – 75% (seventy five percent) of the 1/2 (half) of the pool
– When the increase in profit in 2009 amounts to at least 70% (seventy percent) of the index
specified in paragraph 2(2) – 50% (fifty percent) of the 1/2 (half) of the pool
b) 1/2 (half) the pool of shares for the Financial Year due when the share price is growing
faster by at least 10% (ten percent) than sWIG80 or declining slower by at least 10% (ten
percent) than sWIG80 or if the price rises and sWIG80 falls, and the difference between the
percentage change of the share price and the percentage change of the sWIG80 index is at
least 10% (ten percent)
3) Financial Year 2010:
a) 1/2 (half) of the pool of shares:
– When the increase in profit in 2010 is at least equal to the rate specified in paragraph 2(3) –
all of 1/2 (half) of the pool
– When the increase in profit in 2010 amounts to at least 85% (eighty five percent) of the rate
specified in paragraph 2(3) – 75% (seventy five percent) of the 1/2 (half) of the pool
– When the increase in profit in 2010 amounts to at least 70% (seventy percent) of the index
specified in paragraph 2(3) – 50% (fifty percent) of the 1/2 (half) of the pool
b) 1/2 (half) the pool of shares for the Financial Year due when the share price is growing
faster by at least 10% (ten percent) than sWIG80 or declining slower by at least 10% (ten
percent) than sWIG80 or if the price rises and sWIG80 falls, and the difference between the
percentage change of the share price and the percentage change of the sWIG80 index is at
least 10% (ten percent)
7. In the event that the projected net income or the required increase in the average company's
share price in relation to the average of sWIG80 index is not achieved over a Program
Implementation Year, the Supervisory Board may, nevertheless, consider that the Program
Participants will be eligible for taking up Series D shares of the Company if the failure to
achieve these parameters has occurred for reasons beyond the control of the Program
Participants.
§ 4. [Implementation of the Program by the Company.]
1. The Eligibility will be established by issuing series A subscription warrants totaling not
more than 200,000 (two hundred thousand) offered to the Program Participants. Series A
subscription warrants will entitle Program Participants to take up not more than 200,000 (two
hundred thousand) Series D bearer shares of the Company.
2. Series A subscription warrants will be issued in order to conditionally increase the share
capital by the amount not exceeding PLN 200,000 (two hundred thousand zlotys).
3. The offering to acquire series A subscription warrants will not be public and will not be
made by way of public offering referred to in Article 3(3) of the Act of 29 July 2005 on
Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized
Trading, and Public Companies (Journal of Laws No 184, item 1539, as amended).
4. The number of persons offered the acquisition of series A subscription warrants will not
exceed 99 (ninety nine) at any time.
5. Series A subscription warrants will be issued free of charge.
1. Each series A subscription warrant will be the entitlement to take up 1 (one) Series D
Share. The issue price of Series D Shares taken up in the exercise of Eligibility from series A
subscription warrants will be equal to the arithmetic average of the closing price of the
Company's shares on the Warsaw Stock Exchange for the last sixty (60) sessions before the
grant of the rights from tranche I, less the equivalent of dividends paid for individual years of
the program implementation. The equivalent is equal to the per-share dividend discounted by
the rate applicable to Treasury bonds of the corresponding maturity.
7. Program Participants will be able to take up series D shares for a period of 180 (one
hundred and eighty) days after the Exercise Date.
8. The Exercise Date is the first day of the third month following the month in which the
financial statement for the last Program Year (2010) has been approved.
§ 5. [Granting and acquisition of Eligibility.]
1. Eligibility to members of the Company's Management Board from Tranches I, II and III is
granted by this resolution, with effect on its date, in the amount of 100% (one hundred
percent) of Tranche I and 80% (eighty percent) of the tranches II and III, however, the parts
above 66% (sixty six percent) of tranches II and III under the condition that Eligibility for that
part of other Eligible Persons is cancelled.
2. By the last day of the first month of each Program Implementation Year following the first
Program Implementation Year, the Supervisory Board of the Company will:
1) Identify the total number of series D shares covered by Eligibility in the current and
possibly in the next Program Implementation Year;
2) Approve the list of Program Participants (hereinafter the "Preliminary List") prepared by
the Management Board, which specifies the names of Program Participants and includes
information on the number of series D shares that may be taken up by a particular Program
Participant other than a Member of the Management Board of the Company (the "Granting of
Eligibility to other Program Participants").
3. Within 15 (fifteen) days from the date of approval by the General Assembly of the financial
statement for the Program Implementation Year ("Eligibility Date"), the Supervisory Board
will determine whether or not, taking into account the ratios referred to in § 3(2) of the
Resolution, Program Participants acquire the eligibility under the program tranche appropriate
for the Program Implementation Year, i.e. whether or not the Program Participants are entitled
to take up Series D shares from the tranche appropriate for the Program Implementation Year,
or make a resolution referred to in § 3(6) of this Resolution.
4. By the date specified in paragraph 1 the Supervisory Board:
1) Will examine whether each of the Program Participants has retained eligibility to take up
the Company's series D shares, in accordance with the provisions of § 6 of the Resolution;
2) at the request of the Management Board, will determine the extent of Eligibility of
particular Program Participants who have not lost their Eligibility in accordance with § 6, i.e.
determine the number of series D shares that may be taken up by them under the terms of this
Resolution.
5. By the last day of the month following the Eligibility Date after the corresponding Program
Implementation Year, the Program Participants who have not lost their eligibility under § 6 of
the Resolution, will be offered subscription warrants in the number corresponding to the
number of acquired Eligibility units.
6. Subscription warrants will be deposited at the Company.
7. If the Program Participant loses Eligibility under the terms of § 6, the Supervisory Board
may decide to:
1) allocate the Eligibility of such Participant to other Program Participants,
2) include a new person in such Program,
3) grant parts of the Eligibility to other Program Participants and grant parts of Eligibility to a
new person.
8. In the event described in paragraph 7, the Eligibility of other Program Participants outlined
in the Preliminary List may not be limited.
§ 6 [Expiry of Eligibility]
1. Series A subscription warrants may be transferred by legal acts solely to the Company, and
after the Exercise Date also to other parties.
2. Eligibility will expire in the event that by the Exercise Date:
1) the contract between the Participant and the Company, under which the Program
Participant has performed services or work for the Company, terminates, regardless of the
procedure and reasons for the termination, unless:
a) At the same time the next contract is concluded under which the Program Participant will
provide services or work to the Company or an affiliated entity of the Company within the
meaning of the Accounting Act of 29 September 1994 (Journal of Laws 2002, No 76, item
694, as amended) (hereinafter the "Affiliated Entity"),
b) Despite the termination of the contract, the Program Participant holds an office at the
bodies of the Company or any Affiliated Entity,
c) The contract is terminated due to incapacity for work;
d) The Program Participant has died.
2) The mandate of the Program Participant who has not been a Company's employee to hold
office in the bodies of the Company expires, unless:
a) At the same time a contract is concluded between the Company or its Affiliated Entity and
the Program Participant under which the Participant would provide services or work to the
Company or its Affiliated Entity,
b) The Participant Program is appointed to hold office at the bodies of the Company or its
Affiliated Entity;
3) The Program Participant breaks the prohibition of competition.
4) However, the eligibility of the members of the Management Board of the present term of
office will not expire, should they not be assigned to perform a function at the Management
Board of the next term of office.
3. Should the Eligibility expire after the transfer of series A subscription warrants to Program
Participants, the Company has the right to acquire, free of charge, the subscription warrants in
order to ascertain the loss of their validity and the expiry of Eligibility, or to offer them to
other Program Participants or a new person in accordance with the provisions of § 5(7). The
offers that ensure the exercise of the right referred to above will include the terms for the
issuance of series A subscription warrants and the model statement certifying the take-up of
the warrant.
4. The Expiry of Eligibility is stated by resolution of the Supervisory Board.
5. Notwithstanding the fulfillment of the conditions for the acquisition by the Company of
series A subscription warrants, the Company's Supervisory Board may resolve not to exercise
its acquisition powers, in particular where the fulfillment of such conditions has been due to
random causes.
§ 7 [Final Provisions]
The resolution comes into effect as of the date of its adoption.