Epsilon Net share distribution program for executives and staff

The board of directors of Epsilon Net proceeded with the establishment of a program for the distribution of shares through options to executives of the management and the staff of the company and its affiliated companies on March 23rd.

The specific terms, procedure and settings of the Program are as follows:

1. Description of the Program.

1.1. The Board of Directors of the Societe Anonyme with the name “EPSILON NET – Societe Anonyme of Informatics, Education and High Technology Products” and the distinctive title “EPSILON NET SA”, with number GEMI 038383705000, located in the Municipality of Pythia – Regional Unit of Thessaloniki (hereinafter, the Company or EPSILON NET SA) whose shares are traded on the organized (regulated) market of the Athens Stock Exchange, in execution of the meeting provided by the Ordinary General Meeting of Shareholders on June 30, 2021, during its term of office. on March 23, 2022, proceeded to the establishment of a program of distribution of shares through options (hereinafter the “Program”), to Executives of the Management and the Personnel of the Company and its affiliated companies within the meaning of article 32 of law 4308/2014, to reward their active participation in achieving the corporate goal, and to strengthen the long-term as specifically specified in Article 3.1. of the present (hereinafter the “Beneficiaries”).

1.2. In particular, the Program consists in the granting of options (as defined in article 4 hereof) to the Beneficiaries, in order for the latter to acquire shares of the Company through their participation in the increase of the share capital of the Company at a specified price and at a specific time according to the conditions. provided for in this Program for the granting and exercise of options (hereinafter referred to as the “Rights”).

1.3. The Program is a voluntary provision of the Company, freely revoked by decision of the General Meeting of Shareholders of the Company at any time.

1.4. The Program will be carried out and implemented within the provisions of article 113 of Law 4548/2018, as in force.

2. Duration of the Program.

2.1 The Beneficiaries may exercise the rights in part in accordance with the provisions of Article 4 hereof. The duration of the Program is defined as two years (2 years) in the sense that the Rights that will be granted to the Beneficiaries can be exercised until the month of May of the year 2024, according to the specific provisions of the Program.

2.2 The share capital of the Company will be adjusted accordingly and in accordance with the rights exercised by the Beneficiaries by decision of the Board of Directors in accordance with the statutory and the terms hereof.

3. Beneficiaries of the Program and number of Rights.

3.1. The Beneficiaries of the Program are Executives of the Management and the Personnel of the Company and its affiliated companies within the meaning of article 32 of law 4308/2014, who will be selected based on the position of responsibility they hold, the previous service, the achievement of goals and their overall evaluation.

3.2. The Board of Directors of the Company in a regular meeting (at the latest) in the last week of the months, March 2022, March 2023 and March 2024, will determine the list of Beneficiaries and the corresponding number of Options granted to each executive .

3.3. The number of Rights to be made available under the Program may amount to one million six hundred thousand (1,600,000) for its total duration (ie until May 2024). Consequently, the maximum number of shares that will be issued if the Board of Directors grants the maximum number of Rights and the Beneficiaries exercise all of them, may not exceed 1,600,000 shares.

4. Characteristics of the rights granted.

4.1. The Rights Awarded give each Beneficiary the right to participate in accordance with the law in the increase of the share capital of the Company for a number of shares of the Company (hereinafter the “Shares”) equal to the number of Rights granted. The Shares will be issued. at the specified disposal price as defined in paragraph 4.3 hereof.

4.2. The Shares that will be available to the Beneficiaries after the exercise of their Rights, will be common registered shares with voting rights.

4.3. The offering price of the Shares that will be delivered to the Beneficiaries due to the exercise of the Rights granted to them, amounts to sixty euro cents (0.60) (hereinafter the “Selling Price”).

4.4. The Rights are personal, are granted exclusively to the Beneficiaries, are not encumbered with encumbrances or other rights in rem, are not assigned to third parties and can not be transferred by legal act in life. Disposal or burden of these is invalid against the Company and entails the automatic loss of the Right.

5. Exercise of Rights.

5.1. The Rights will be exercised in parts as follows:

On April 1, 2022, up to (37.5%) of the granted Rights can be exercised, ie up to six hundred thousand (600,000) rights (hereinafter the “first exercise period”).

On April 1, 2023, up to (31.25%) of the granted Rights can be exercised, ie up to five hundred thousand (500,000) rights (hereinafter the “second exercise period”).

On April 1, 2024, the remaining percentage of the granted Rights may be exercised, ie up to a percentage (31.25%) of the granted Rights, ie up to five hundred thousand (500,000) rights (hereinafter the “third exercise period”).

5.2. In order to exercise the Right, each Beneficiary must declare in writing on the basis of a model statement, which will be granted by the Company, its intention to exercise the Rights in accordance with the terms of the Program. The validity of the statement of exercise of Rights is subject to the payment of the price of the exercise, in a special bank account in the name of the Company, which will be notified by the Company and will be kept in a credit institution operating either in Greece or abroad. Withdrawal of the submitted declaration is not allowed.

5.3. The deadline for submitting a statement for the exercise of the Rights of the first period and for the payment of the corresponding price for the exercise of the Rights starts on April 1, 2022 and ends on April 30, 2022, the deadline for submitting a statement for the exercise of the Rights second period and for the payment of the respective exercise price of the Rights, starts on April 1, 2023 and ends on April 30, 2023, while the deadline for submitting a declaration for the exercise of the Rights of the third period and for the payment of the respective price exercise of the Rights starts on April 1 of the year 2024 and ends on April 30 of the year 2024.

5.4. The Beneficiaries have the right to exercise part or all of the Rights exclusively within the deadline provided by article 5.3, subject to the self-evident reservation of par. 2.1 hereof.

6. Exercise conditions.

6.1. The Beneficiaries in order to exercise the Rights in accordance with the provisions of par. 5.3 hereof, must at the time of exercise have in force, a capacity of those described in article 3.1 hereof.

6.2. In case of voluntary departure, dismissal or retirement of any of the Beneficiaries due to old age or disability, all Rights automatically cease to exist.

6.3. In case of termination of the employment contract of any of the Beneficiaries due to disciplinary misconduct and / or the commission of any criminal act, all the Rights automatically cease to exist.

7. Adjustment of terms of the Program.

7.1. In case of corporate events or transactions that without new contributions lead to a change in the total number of shares (eg division or merger of shares), or the occurrence of other corporate events, the terms of the Program may be adjusted by the Board of Directors (at the absolute at its discretion) in such a way that the rights of the Beneficiaries are not affected, regardless of the adjustment of the stock exchange or the nominal value of the share.

7.2. In the event of the cases of paragraph 7.1 hereof, the Beneficiaries will be informed immediately by the Company upon receipt.

7.3 Any contributions, withholdings, or payments in general that arise in accordance with tax law and / or social security legislation will be governed by the relevant provisions as applicable.

8. Share capital increase.

8.1. According to article 113 par. 3 of Law 4548/2018 after the exercise of the Rights by the Beneficiaries the Board of Directors will issue and deliver the Shares to the Beneficiaries and will take a decision to increase the share capital of the Company by the amount that corresponds to the Rights that have been exercised, amending the Company’s Articles of Association accordingly. The Board of Directors will then take a decision on the certification of payment of the share capital.

8.2. The Board of Directors will, if necessary, take any other necessary action for the distribution of the Shares to the Beneficiaries and for the listing of the Shares for trading on the Athens Stock Exchange, in accordance with the terms of the current legislation and subject to obtaining any required approval. by the competent authorities.

9. Notifications

9.1 All notices / notifications addressed to the Beneficiaries in accordance with the terms of the Program will be served on receipt at the Beneficiary’s work or residence address or at the e-mail address which he will notify to the Board of Directors.

10. Modification of the Program

10.1 Any change / modification of the Program will not constitute in any case a unilateral detrimental change of the terms of the Employers’ employment contracts and the Beneficiaries have no claim for compensation or otherwise against the Company for any general reason related to this Program.

10.2 In any case of modification of the Program, the Board of Directors will immediately notify the Beneficiaries in writing.

11. End of the Program in exceptional cases

11.1 In the event of liquidation, bankruptcy or inclusion of the Company in a similar insolvency proceeding, the Rights are automatically lost and the Beneficiaries will have no claim against the Company for any general reason.

12. Other terms – Applicable Law

12.1 The facility provided to the Beneficiaries through this Program in the form of the granted Rights is not part of the employment contract between the Beneficiary and the Company, nor part of his salary and therefore is not taken into account when calculating any compensation of the Beneficiary in case of termination. his employment contract.

12.2 Any relevant tax or expense that is directly or indirectly related to the exercise of the Rights and the acquisition of the respective Shares, regardless of the time to be paid, will be borne exclusively by the respective Beneficiary.

12.3. The Program, the Rights and any issue related to their interpretation are governed by Greek Law. The Courts of Thessaloniki will have sole responsibility for resolving any dispute that may arise.