annual Report 2009 - STRATEC Biomedical AG
annual Report 2009 - STRATEC Biomedical AG
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 />
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