Relevant information before adoption of annual accounts of Funcom N.V. for the financial year ended December 31, 2017

Transcription

1 Relevant information before adoption of annual accounts of Funcom N.V. for the financial year ended December 31, What follows is the relevant information before adoption of annual accounts of Funcom N.V. (the Company ) for the financial year ended December 31, as included in the annual accounts of Funcom N.V. for the financial year ended December 31,. 1 - Remuneration of the members of the Management Board Remuneration to the Management Board In thousands of US dollars Management Board member Total remuneration Remuneration Bonus Severance Pension cost Share based Rui Casais Christian Olsthoorn (1) Total: Rui Casais Total: Management Board member granted during the year exercised during the year Total number of held / controlled at year end shares held / controlled at year end Rui Casais 400,000 50,000 1,446, ,000 Christian Olsthoorn (1) 137, ,500 - Total: 537,500 50,000 1,734, ,000 Rui Casais 400,000 1,096, ,000 Total: 400, ,096, ,000 (1) Christian Olsthoorn was appointed to the Management Board on March 29,. - 1/8 -

2 After the 5:1 reverse split that was executed in early 2018 all of the have been updated accordingly, by dividing the number of shares by 5 and multiplying the strike price by 5, to secure that the value of the is not affected by the reverse split. 2 - Remuneration of the members of the Supervisory Board Remuneration to the Supervisory Board On May 18,, the General Meeting approved annual remuneration to the Chairman of the Supervisory Board of EUR 27,000 ( EUR 27,000) and EUR 18,000 (: EUR 18,000) for all other members of the Supervisory Board. - 2/8 -

3 The following tables show the details of the cash remuneration and the stock incentives of the individual members of the Supervisory Board: Supervisory Board member Total remuneratio n Total remuneration is composed of: Board fee TUSD Share based TUSD Ole Gladhaug (1) Alain Tascan Magnus Grøneng (2) Fredrik Malmberg (3) Egil Kvannli (3) Total: Ole Gladhaug (1) Michel Cassius Alain Tascan Magnus Grøneng (2) Fredrik Malmberg (3) Egil Kvannli (3) Total: Supervisory Board member granted during the year exercised durng the year Total number of held / controlled at year end Ole Gladhaug Alain Tascan shares held / controlled at year end (incl. related parties) Magnus Grøneng Fredrik Malmberg Egil Kvannli Ole Gladhaug Alain Tascan Magnus Grøneng Fredrik Malmberg Egil Kvannli (1) Ole Gladhaug resigned from the Supervisory Board on August 11, 2015, and re-joined the Supervisory Board as the Chairman on October 5,. (2) Magnus Grøneng resigned from the Supervisory Board on August 11, 2015, and re-joined the Supervisory Board on October 5,. (3) Fredrik Malmberg and Egil Kvannli joined the Supervisory Board on October 5,. - 3/8 -

4 After the 5:1 reverse split that was executed in early 2018 all of the have been updated accordingly, by dividing the number of shares by 5 and multiplying the strike price by 5, to secure that the value of the is not affected by the reverse split. Remuneration to the Supervisory Board and Management Board): In thousands of US dollars Salaries and benefits in kind (short-term employee benefits) Share-based payments Pension plan contributions 3 5 Total remuneration Loans The Company does not provide any loans to members of the Managment Board. The Company does not provide any loans to members of the Supervisory Board. 4 - Employee benefits Funcom has established defined contribution pension plans in some of its subsidiaries. The premium paid relating to these schemes in was USD 55 thousand (: USD 45 thousand). Funcom has three option programs that entitle 1) employees, 2) members of the Management Board and 3) members of the Supervisory Board to purchase shares in Funcom N.V., the parent company of the Group. - 4/8 -

5 5 - Option program in Funcom N.V. The following share issuances (for and other purposes) have been authorized by the shareholders meeting: Time of authorization Expiry of authorization shares issuances authorized May 10, May 10, 2008 November 30, November 30, 2008 December 19, December 19, 2010 May 18, May 18, 2011 June 27, ,000,000 GM 2012 June 27, ,000,000 GM 2013 June 27, ,000,000 GM 2014 June 27, ,000,000 GM 2015 June 26, ,000,000 GM February 25, 140,000,000 GM June 30, 140,000,000 GM June 27, 25,000,000 GM 2018 Total number of authorized 409,250,000 The exercise price of the granted is equal to the weighted market price of the shares 5 trade days prior to and 5 trade days following the date of grant. Options are conditional on the employee remaining an employee or director of the Company on the date of exercise. The Company has no legal or constructive obligation to repurchase or settle the in cash. - 5/8 -

6 The below table shows the vesting period for each grant: (for outstanding see separate table below) Grant date mm/dd/yyyy Total grants /12/ ,000 81,944 66,667 51,389 6/27/ ,000 50,000 50,000 8/24/ ,000 88,889 66,667 44,444 9/20/2012 1,934, , , ,500 4/24/ ,000 50,000 50,000 6/24/2013 3,666,000 1,833,000 1,222, ,000 6/27/ , , ,333 41,667 6/26/2014 2,092,000 1,045, , ,762 6/27/2014 1,100, , ,667 83,337 10/30/ , ,000 1/30/ , , ,003 8,334 6/18/ , ,000 6/26/ , ,000 2/25/ 400, , ,333 22,224 6/30/ 5,280,000 2,789,829 1,660, ,113 10/11/ 500, ,000 3/30/ 50,000 29,166 16,667 4,167 7/7/ 6,856,500 3,237,711 2,285,435 1,333,354 Sum 24,178,500 1,026,667 2,911,000 4,155,573 2,458,325 4,066,374 5,068,602 3,154,439 1,337,521-6/8 -

7 List of outstanding : Weighted average exercise price (USD) Weighted average exercise price (USD) Outstanding on January Outstanding on January 1 Adjusted (1) Options granted Options exercised Options terminated Options expired Outstanding on Dec List of outstanding : Vested (exercisable) Options Granted during the period (1) the opening balance of outstanding has been adjusted to reflect revised figures. The adjustment has no material impact on the financial statements. Out of the 14,940,799 (: 10,343,469) outstanding on December 31,, 5,624,748 (: 3,969,058) were vested/exercisable. 1,717,081 were exercised in (: No were exercised). - 7/8 -

8 Share outstanding at the end of the year have the following expiry date and exercise prices: Options Expiry day Exercise price USD 2, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, USD 0, Sum After the 5:1 reverse split that was executed on 1 st February 2018 all of the have been updated accordingly, by dividing the number of shares by 5 and multiplying the strike price by 5, to secure that the value of the is not affected by the reverse split. The weighted average fair value of granted during the period determined using the Black-Scholes valuation model was USD 0.22 per option (: USD 0.09). The significant inputs into the model were a weighted average share price of USD (: USD ) at the grant date, the exercise prices shown above, volatility % % (: 101.2% %), dividend yield 0% (: 0%), expected option life of years (: years), expected annual turnover rate of 7% (: 7%) and an annual risk free rate of 0.78%-1.11% (: 0.48%-0.78%). The volatility measured is based on the variation in daily share prices for Funcom. - 8/8 -