Granting of options

As part of the transformation of ScanArc ASA into an investment company, the Board decided, in a decision where Ketil Sandhaug disqualified himself and did not participate, to enter into an agreement with the chairman of the board Ketil Sandhaug granting him options in the company. The agreement was conditional upon the approval by the general meeting.

Based on the decision of the Extraordinary General Meeting on 10 February 2011 to approve the granting of options to Ketil Sandhaug, the following agreement is entered between the ScanArc board and Ketil Sandhaug:

Ketil Sandhaug (chairman of the board) has been granted 1 950 000 options. Balance after allocation is 1 975 000 options and 3 916 907 shares. The shares are owned by Mustang AS.

Each option entitles Ketil Sandhaug to subscribe for or purchase one new share in the company.

The options vest over three years, so that 650,000 options vest 1 April 2013, 650,000 options vest 1 April 2014 and 650,000 options vest 1 April 2015.

Upon exercise of the option, the option holder shall pay to the company a consideration based on a price per share calculated based on a price per share of NOK 1.86 per 1 April 2012. The exercise price shall be adjusted on a yearly basis with NIBOR + 2 % p.a. and be calculated as of the date of vesting.

The board of directors can instead of issuing shares choose to compensate the option holder with a cash payment equal to the difference between the strike price and the current market value of the shares at the time of exercise.

All options will lapse if no material investments have been made by the company prior to the first time of vesting.

The shares subscribed/purchased shall be subject to a lock-up from the time of acquisition of 6 months for 50% of the acquired shares and of 9 months for the remaining 50% of the acquired shares. The agreement also contains provisions on accelerated vesting in case of change of control, mergers or demergers where the option agreement does not continue, and realization of substantial assets of the company. In such cases, 50% of the stock options not yet vested will be vested.

Otherwise, the option agreement contains adjustment mechanisms and other terms customary for this kind of agreement.


For ytterligere informasjon, vennligst kontakt:

Ralf Schmidt
CEO, ScanArc ASA
Mob.: +47 959 49 978

Oddleif Hatlem
CFO, ScanArc ASA
Mob.: +47 907 29 782