Employee Share Plans in Europe and the USA - Sorainen

Employee Share Plans in Europe and the USADenmarkThe employer does not need to make any applications, filings or fulfil any otherrequirements under Danish securities laws. Furthermore, the Danish employeeswill not be required to report the grant and/or exercise to the Danish FSA.1.3 Disclosure: In relation to a company whose shares are quoted on the NASDAQOMX Copenhagen A/S (OMX), the OMX must be notified immediately of alldecisions regarding the establishment of share based remunerationprogrammes. Information regarding the share based remuneration programmemust also be provided in the company's annual accounts. Furthermore, if acompany quoted on the OMX buys or sells its own shares in connection with thegrant or exercise of share options, additional disclosure obligations may arise. Ifa prospectus must be published, it must be made available to the Danish public. 92. Exchange controlsThere are currently no exchange controls in Denmark. 103. Financial assistance 113.1 Danish company: A Danish company may issue shares to employees free ofcharge if it complies with the requirements of Danish company law relating tobonus shares (which principally requires that free shares are only provided out ofavailable distributable reserves). A Danish public or private limited companymay acquire existing shares 12 and hold them (subject to the aggregate purchaseprice not exceeding company's available distributable reserves and provided thatthe remaining share capital amounts to (i) DKK 500,000 in relation to publiclimited companies and (ii) DKK 80,000 in relation to private limited companies).The employee exemptions and the CESR Recommendations do not contain any languagerequirements. Hence, the document may be made available to the Danish employees in a Danish orEnglish version.9101112The Danish requirements for publication correspond to article 14(2-8) of the Prospectus Directive.The Danish Central Bank has the authority to impose a reporting obligation on specifically namedmajor Danish enterprises. This reporting is merely for statistical purposes and to date has beenimposed on between 1,000 – 2,000 enterprises.A new Danish Companies Act has been passed and relates to both Danish private limited companiesand Danish public companies. The majority of the Act came into force on 1 March 2010. However,new regulations relating to financial assistance have not yet entered into force. Under theseforthcoming regulations, a limited liability company will be permitted to provide financial assistance witha view to a third party's acquisition of the company's shares or shares in its parent company subject tothe satisfaction of certain conditions.A Danish company cannot subscribe for its own shares.UK/1729295/03 32 September 2010