AEG 21604 G Manual de usuario descargar pdf (Pagina 603)

F-362

c) Legal reserves

In accordance with Article 365.2 of Book 2 of The Netherlands Civil Code, the Company is obliged to maintain

legal reserves for non distributable reserves in the amount of development costs incurred at the balance sheet

date (as presented under Intangible fixed assets in the Company balance sheet). As a consequence, as at 31 De-

cember 2008, € 6,885,000 of retained earnings are part of a legal reserve and are non distributable (31 December

2007: € 4,068,000).

19 Share-based payments

On 25 January 2005, the Group established the Saft Management Equity Program which entitled key manage-

ment personnel to purchase shares in the Company. During 2005, 470,000 Ordinary B shares were purchased at

an issue price of € 1.00. In addition, a non-qualified stock option agreement was entered into by the key man-

agement personnel to enable them to purchase additional Ordinary B shares. Total options granted amounted to

1,773,616 with an exercise price of € 1.00. One third of the options granted are deemed to have vested annually

on the anniversary date of the stock option plan with the final vesting period ending in September 2008. The

vesting may be accelerated if certain performance targets are achieved. The options under certain circumstances

can vest immediately and can only be exercised in the event of a change in control. The amount recognised as an

expense is adjusted to reflect the actual number of share options that vest.

The fair value of services received in return for share options granted are measured by reference to the fair value

of share options granted. The estimate of the fair value of the services received is measured based on the Black-

Scholes formula. The contractual life of the option is ten years.

Fair value of share options and assumptions

Fair value at measurement date.................................................................... € 0.39

Share price ................................................................................................... € 1

Exercise price............................................................................................... € 1

Expected volatility ....................................................................................... 25%

Expected dividends ...................................................................................... nil

Risk-free interest rate................................................................................... 2.407%

Marketability discount ................................................................................. 50%

The marketability discount is due to the fact that no public market exists for the equity securities, highly concen-

trated ownership, low prospects of liquidity and the fact that the options may only be exercised in the event of

change of control.

The share options are granted under a service condition and a non-market performance condition. Such condi-

tions are not taken into account in the grant date fair value measurement of the services rendered. There are no

market conditions associated with the share option grants.

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AEG 21604 G Manual de usuario Pagina 603