As announced earlier, JSC “HansaMatrix” extraordinary shareholder meeting on February 16, 2018 approved employee stock option issue regulation and conditional Company share capital increase regulation, related to the employee stock option plan.

Company employee stock option issue regulation summary: 

1. Only employees and Management Board Members of the Company or 100% subsidiaries of the Company are entitled to receive employee share options.
2. Employees entitled to receive employee stock options:

• Worker is currently employed at the Company or at the 100% subsidiary of the Company;
• Worker has been employed at the Company or at the 100% subsidiary of the Company at least 12 (twelve) calendar months;
• Employee has achieved the set individual Key Performance Indicators or Company business Key Performance Indicators.

3. Management Board Members entitled to receive employee stock options:

• Management Board Member has been employed as Management Board Member at the Company or at the 100% subsidiary of the Company at least 12 (twelve) calendar months.
• Management Board Member has achieved the set individual Key Performance Indicators or Company business Key Performance Indicators.

4. Maximum number of options to be granted to one employee is not fixed.
5. Company issues 18294 (eighteen thousand two hundred ninety four) employee options with 1 EUR (one euro) nominal value of one option and total nominal value of options 18294 EUR (eighteen thousand two hundred ninety four euro) that correspond to 18294 (eighteen thousand two hundred ninety four) Company dematerialized bearer shares with 1 EUR (one euro) nominal value of one share and total nominal value 18294 EUR (eighteen thousand two hundred ninety four euro).
6. Each share acquired as a result of option conversion gives the shareholder the same rights as the other Company dematerialized bearer share owners have, i.e. 1 (one) vote in shareholder meeting and also gives right to receive dividend and liquidation quota.
7. After conversion of employee options to Company stock, the holder of employee options acquires all rights of newly issued Company shares, when the newly issued company shares are booked in the financial instrument account of the share receiver according to Latvian Financial instrument market law regulations.
8. Company Management Board has the right to grant Company share options to workers employed at the Company or 100% subsidiaries of the Company according to Company employee stock option issue regulation.
9. Company Council has the right to grant Company share options to Management Board Members of the Company or to Management Board Members of 100% subsidiaries of the Company according to Company employee stock option issue regulation.
10. One Company share employee option granted by Management Board or Council of the Company entitles to receive one Company dematerialized bearer share.
11. Holder of employee options acquires Company newly issued shares by converting the options to shares free of charge.
12. Holder of employee share options submits the application of employee share option conversion to shares in the period of one month after the end of each calendar year. Holder of employee share options is entitled to submit the application of employee share option conversion to Company shares starting with 4th year of employement at the Company or at the 100% subsidiary of the Company.
13. Management Board of the Company decides to issue new Company shares and increase the Company share capital in 10 (ten) days after receiving the respective application to convert employee options to shares from the employee option holder.
14. In one month after Management Board of the Company has decided to issue new shares of the Company, Council of the Company decides to modify the Company Articles of Association, amending the amount of share capital, after which Management Board of the Company prepares and signs Articles of Association of the Company in new edition.
15. Management Board of the Company submits application to Register of Enterprises of Latvia Commercial Register to increase the Company share capital, confirming the share capital pay-up status, including reference to the Company shareholder meeting decision (approving conditional share capital increase) and indicating the remaining conditional share capital amount.
16. The time period for the holder of employee share options to convert options to shares in not limited.
17. Management Board of the Company is authorized to determine individual period, not exceeding 3 years, after which employee has the right to convert employee options to Company shares.

Company conditional share capital increase regulation summary:

1. Company share capital is increased for the total amount of 18 294 EUR (eighteen thousand two hundred ninety four euro) (conditional share capital).
2. After the Company share capital increase with condition, the conditional share capital will equal to 18 294 EUR (eighteen thousand two hundred ninety four euro), the amount by which Management Board will be authorized to issue new shares of the Company.
3. Maximum issued share number (i.e. the number of shares Management Board will be authorized to issue and increase the share capital), resulting from conditional Company share capital increase, is 18 294 (eighteen thousand two hundred ninety four) dematerialized bearer shares with 1.00 EUR (one euro) nominal value of one share
4. As a result of share capital increase, all newly issued shares are one category shares.
5. Each new issue share entitles the share holder to 1 (one) vote in shareholder meeting and also gives right to receive dividend and liquidation quota.
6. All rights (including the voting right) due to the shareholder as the receiver of new share issue (including the right to receive the dividend), are acquired when Company share capital increase is registered in Register of Enterprises of Latvia Commercial Register according to regulations of Latvian Commercial law Clause 261.1, part 12.
7. Holders of options acquire the newly issued shares free of charge.
8. Company issues new shares using retained profit i.e. from Company employee share option issue until the options are used, the Company ensures reserve by using retained profit in the amount of 119459.82 EUR (one hundred nineteen thousand four hundred fifty nine and 82/100 euro).
9. The sale price of 1 (one) Company dematerialized bearer share is 6.53 EUR (six euros and fifty three cents). When using Employee stock options, the newly issued Company shares are awarded free of charge (i.e. the newly issued shares are awarded to the share receiver without payment of the aforementioned price 6.53 EUR), because the Company issues new shares using retained profit.
10. Company pays-up the newly issued shares using retained profit in 1 (one) month after Company Management Board decision on new share issue and Company share capital increase.
11. According to Latvian Commercial law clause 253, part 1, the current shareholders do not have the preemptive right to acquire the newly issued shares.

Investor and media contact:

Māris Macijevskis
Finance director
Phone: (+371) 6780 0002
E-mail: invest@hansamatrix.com

http://www.hansamatrix.com

About JSC “HansaMatrix”

HansaMatrix is a fast-growing, high-technology company offering product design, industrialization and complete manufacturing services in data networking, Internet of Things, industrial segments and other services to high added value business segments. In addition to complete manufacturing services of OEM products, the company offers an ODM business model to both start-up and established companies that seek product development partnerships.