4.
Deciding on conduction of the Option Plan
Terminate the share option plan of Aktsiaselts Infortar approved by resolution no. 6 of the Annual General Meeting of the Shareholders held on 15 June 2021 and the conclusion of option agreements under this plan prematurely as of 30 June 2025. To approve the implementation of a new share option plan of Aktsiaselts Infortar and to grant the Supervisory Board the right to establish the new share option plan under the following principles (“Option Plan”):
4.1. The purpose of the Option Plan is to motivate the management and employees of Aktsiaselts Infortar by involving them as Shareholders, thereby enabling them to benefit from the increase in the value of the shares as a result of their work. The Option Plan applies to Aktsiaselts Infortar and its group entities in Estonia, Latvia, Lithuania, Finland, and Poland. The Supervisory Board of Aktsiaselts Infortar may decide to extend the Option Plan to group entities in other countries.
4.2. The term of the Option Plan is four (4) years, and options (“Options”) may be granted and option agreements concluded under the Option Plan from 1 July 2025 until 1 July 2029. Should an Entitled Person (as defined below) fail to conclude an option agreement within the aforementioned period, they shall lose the right to acquire the Options made available to them.
4.3. Under the Option Plan, Aktsiaselts Infortar shall have the right to issue up to 400,000 Options for the acquisition of 400,000 shares, representing up to 1,89% of the share capital of Aktsiaselts Infortar.
4.4. Entitled Persons under the Option Plan (“Entitled Persons”) shall be:
(a) Members of the Supervisory Board of Aktsiaselts Infortar, whereby the granting of Options and the number of Options to be granted to specific members of the Supervisory Board shall be determined annually by the General Meeting by a separate resolution, provided that no Supervisory Board member shall acquire more than 4000 Options per year during the term of the Option Plan;
(b) Members of the Management Board of Aktsiaselts Infortar appointed by the Supervisory Board, whereby the number of Options to be granted to each Management Board member shall be determined annually by the Supervisory Board by a separate resolution, provided that no Management Board member shall acquire more than 4000 Options per year during the term of the Option Plan;
(c) Employees of Aktsiaselts Infortar and members of management bodies and employees of group companies, as designated by the Supervisory Board, or by the Management Board if so delegated by the Supervisory Board, whereby the number of Options to be granted to each such person shall be determined annually by the Supervisory Board or the Management Board (in case of delegation) by a separate resolution, provided that no such Entitled Person shall acquire more than 4000 Options per year during the term of the Option Plan.
4.5. Generally, Options issued under the Option Plan cannot be exercised, and the underlying shares cannot be acquired, before the 3-year vesting period has passed from the grant of the Option. A prerequisite for exercising the Option is that the Entitled Person remains a member of a management body or an employee of Aktsiaselts Infortar or any of its subsidiaries at the time of exercising the Option.
4.6. Each Option granted under the Option Plan entitles the Entitled Person to acquire one (1) share of Aktsiaselts Infortar upon fulfilment of the preconditions for exercising the Option. In the event of a change in the nominal value of shares, the number of shares granted under each Option shall be adjusted accordingly. The price payable for the shares upon exercising the Options shall be determined annually by decision of the Supervisory Board before the issuance of Options and the conclusion of option agreements for the respective year, provided that the price of the share option must be at least 26 euros per share and represent at least 50% of the weighted average stock exchange price of the share option over the six-month period preceding 1 June of the calendar year in which the option agreement is concluded. In the case of Options being granted to members of the Supervisory Board, the price per share shall be determined by the General Meeting based on the same principles.
4.7. The implementation and administration of the Option Plan shall be managed by the Supervisory Board of Aktsiaselts Infortar which shall establish the terms and conditions of the Option Plan by its resolution, following the principles approved by this resolution. The Supervisory Board may delegate decision-making and actions related to the implementation of the Option Plan to the Management Board of Aktsiaselts Infortar.
4.8. For the fulfilment of the Option Plan and the acquisition of shares to be transferred to Entitled Persons upon exercise of Options:
(a) New shares may be issued under the authorisation granted to the Supervisory Board by resolution no. 5 of the Annual General Meeting of the Shareholders, which shall be issued to the Entitled Persons; or
(b) Own shares held by Aktsiaselts Infortar may be used, including own shares acquired by Aktsiaselts Infortar under the authorisation granted by resolution no. 6 of the Annual General Meeting of the Shareholders.