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annual Report 2009 - STRATEC Biomedical AG

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<strong>Report</strong> of the board of Management<br />

<strong>Report</strong> of the supervisory board<br />

THE share<br />

Corporate Governance<br />

Group Management report<br />

Consolidated financial statements<br />

Service<br />

Upon preparation of the separate financial statements of <strong>STRATEC</strong> <strong>AG</strong> in line with the German Commercial Code (HGB),<br />

the Board of Management and Supervisory Board allocated an amount of u 3,000 thousand from the net earnings for<br />

<strong>2009</strong> to the free revenue reserves as of December 31, <strong>2009</strong>.<br />

Stock option programs<br />

<strong>STRATEC</strong> <strong>AG</strong> introduced its first stock option programs for managers and employees in the 2000 financial year already.<br />

The company had four stock option programs as of December 31, <strong>2009</strong>. These stock option programs are especially<br />

well-suited to provide a sustainable performance incentive for members of the Board of Management and employees of<br />

the company, as well as for members of the management and employees of associates, and thus to help increase the<br />

value of the company in the interests of the company and its shareholders. For members of the Board of Management<br />

of <strong>STRATEC</strong> <strong>AG</strong>, the stock options allocated to them simultaneously serve as variable components of compensation of<br />

a long-term incentive nature.<br />

The following specific conditions apply to all stock option programs:<br />

Each stock option entitles its bearer to subscribe one <strong>STRATEC</strong> share at a later date in return for payment of an exercise<br />

price determined upon the options being granted. Stock options granted prior to the capital increase from company<br />

funds executed on July 14, 2006 entitle their bearers to subscribe 2.9942188 <strong>STRATEC</strong> shares due to the share split<br />

resulting from this capital increase. The exercise price is equivalent to the average closing price of the <strong>STRATEC</strong> shares<br />

on the five trading days prior to the decision being taken to grant stock options, with the par value of one euro per share<br />

representing the minimum possible exercise price. Following the expiry of qualifying periods and the meeting of specified<br />

performance targets, the stock options may only be exercised in predetermined exercise windows. Up to 50 % of<br />

the stock options granted may only be exercised at the earliest following a qualifying period of two years and provided<br />

that <strong>STRATEC</strong>’s share has risen in value by at least 10 % compared with the exercise price between the date of the option<br />

rights being granted and the date marking the expiry of the qualifying period. Following a qualifying period of a further<br />

year, up to 100 percent of the stock options granted may be exercised provided that <strong>STRATEC</strong>’s share has risen in value<br />

by at least 15 % between the date of the option rights being granted and the date marking the expiry of the qualifying<br />

period. Following a seven-year term the option rights lapse without compensation.<br />

The individual stock option programs, fair value calculation using the Black / Scholes option pricing model, and calculation<br />

of the related personnel expenses in the individual periods (taking due account of personnel turnover) have been<br />

based on the following key parameters (with expected volatility derived from historic volatility figures):<br />

(1) (2) (3) (4) (5) (6)<br />

Granted in 2004 2005 2006<br />

Subscription price per share* in u 9.84 26.08 39.53 15.36 20.27 20.74<br />

Subscription price per share following capital increase<br />

from company funds (bonus shares)* in 3.28 8.71 13.20 15.36 20.27 20.74<br />

Expected share price volatility in % 50.0 50.0 50.0 50.0 50.0 50.0<br />

Expected dividend yield in % 1.00 1.00 0.66 0.65 0.50 0.50<br />

Risk-free interest rate in % 3.15 2.30 2.60 3.70 3.70 3.70<br />

Assumed turnover of personnel<br />

entitled to subscribe in % 3.50 3.50 3.50 3.50 3.50 3.50<br />

Allocable personnel expenses in u thousand 149 60 28 86 13 7<br />

* Following the capital increase from company funds on July 14, 2006 (1:2.9942188) 2.9942188 ordinary shares with a nominal value of u 1.00 each are granted for the<br />

subscription prices for Plans (1) to (3) depicted above, to the extent that these had not been exercised by July 14, 2006.<br />

stratec Annual <strong>Report</strong> <strong>2009</strong><br />

79

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