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stock option plan

On December 27, 2005, our supervisory board approved the rules related to our stock option plan I. On June 8, 2006, the General Meeting of Shareholders approved the related conditional increase of share capital and issuance of subscription warrants.


On July 31, 2006 our supervisory board approved the rules related to our stock option plan II, as part of the acquisition of Grupa Onet.pl. On September 26, 2006, the General Meeting of Shareholders approved the related conditional increase of share capital and emission of subscription warrants.

Stock option plan II replaces the previously existing Grupa Onet stock option plan.


The stock option plans are designed to motivate highly qualified personnel, including top management, key employees and co-workers, our management board members and management board members of our subsidiaries to contribute to the value of the Company over the long term perspective by granting them rights to purchase series “C” and “E” shares. A total of up to 9,870,000 series “C” and 8,781,675 series “E” shares will be issued in order to enable participants to exercise their rights to purchase shares.

The deadline for the issue of series “C” and series “E” shares is December 31, 2014. Stock option plan participants will have the right to exercise their options in a given tranche at the following prices upon service vesting conditions being met:


Stock option plan I

Stock option plan participants had the right to exercise the following remaining number of options in a given tranche as of December 31, 2009:
TrancheNumber of optionsExercise priceService vesting period
C1341,150PLN 8.66vested
C21,632,250PLN 9.58vested
C33,479,210PLN 10.58vested
Total5,452,610


Stock option plan II:
Stock option plan participants had the right to exercise the following remaining number of options in a given tranche as of December 31, 2009:
TrancheNumber of optionsExercise priceService vesting period
E1217,730PLN 8.66vested
E2282,135PLN 9.58vested
E31.335.285PLN 10.58vested
E42,441,065PLN 11.68vested
E42,833,670PLN 11.68until January 1, 2010
Total7,109,885


The exercise prices for C1 and E1 series shares were based on our share price as of December 31, 2004, increased by 10.5%. The exercise price for each of the C2/E2, C3/E3 and E4 series is based on the price of the previous series, increased in each case by an additional 10.5%.


The total cost of stock option plan I is PLN 74.1 mln and have been accounted for in the period starting from the fourth quarter of 2005 through the end of 2008. In this regard we recognized operating expenses of PLN 43.6 mln in 2006, PLN 21.5 mln in 2007 and PLN 8.5 mln in 2008.


The total estimated cost of stock option plan II is PLN 110.1 mln. Of the total fair value of options granted with respect to E series, the value of PLN 70.8 mln, less the part attributable to vested options granted under the original share option scheme existing in Grupa Onet that was modified at acquisition and included in the cost of acquisition, will be accounted for in the period starting from July 31, 2006 and ending March 31, 2009. The balance of PLN 39.3 mln, relating to E options granted on December 18, 2007, will be accounted for in the period starting from December 18, 2007 and finishing December 31, 2009. We recognized operating expenses of PLN 23.4 mln in 2007, PLN 40.1 in 2008 and PLN 21.7 mln in 2009.

On May 15, 2009 the shareholders’ meeting approved an extension to the exercise period of both stock option plans to December 31, 2014.

The table below summarizes the number of share options (reflecting results of share split) allocated to each of the management board members (as of December 31, 2009):

NameTotal number of share options allocated in the stock option plan I and II (not in thousands)
Markus Tellenbach-
Piotr Walter622,600
Łukasz Wejchert577,065
Rafał Wyszomierski206,200
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