New Incentive Share Plan

DP Poland PLC (“DP Poland or the “Company”)

New Incentive Share Plan

DP Poland announces that it has introduced a new incentive share option plan (the “Plan”) to strengthen its ability to attract and retain key senior executives through ensuring participants receive competitive incentives which align their interests with those of the Company’s shareholders.

Following adoption of the Plan, option awards were granted on Friday over a total of 7,367,851 ordinary shares of the Company (“Ordinary Shares”), which include options over a total of 3,172,576 Ordinary Shares granted under the Enterprise Management Incentives (“EMI”) appendix to the Plan. Further details of these awards are set out below.

Further participation in the Plan will be at the discretion of the Remuneration Committee. The intention is for awards to eligible employees to be based on a percentage of the participant’s base annual salary at the date the recommendation is made. Awards will be in the form of options to acquire Ordinary Shares granted either by the Company or by the trustee of the DP Poland plc Employee Benefit Trust. Awards of options will specify a minimum period before which the options may not be exercised and will also specify one or more performance targets that must be satisfied in order for the options to become exercisable. Such performance targets will be set on the recommendation of the Remuneration Committee.

The Plan includes provisions for the lapse of the options in the case of any participant who ceases to be employed by the Company or its subsidiaries, except in certain circumstances or if in any individual circumstances, the Remuneration Committee decides otherwise. In the event of a takeover offer for the Company, options will be exercisable within such reasonable period as may be specified by the Remuneration Committee for that purpose, ending immediately before the relevant offeror acquires control of the Company or as may be otherwise permitted by the Plan, subject always to any relevant performance targets having been met. The decision as to whether, and to what extent, performance targets have been met will be for the Remuneration Committee to decide.

In the case of EMI option awards, such awards are required additionally to comply with the requirements of Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003.

The price at which options may be exercised will be specified at the time of award, but will not in the case of new Ordinary Shares be less than the nominal value of 0.5p per share.

No award of options which is to be satisfied by the issue or transfer out of treasury of Ordinary Shares will be made if, on the relevant date, the number of Ordinary Shares to which the award relates together with:-

  • those Ordinary Shares issued, or transferred out of treasury, on the exercise of options granted, or in satisfaction of any other awards made, under the Plan or any other share incentive scheme, in the shorter of (i) the ten years ending on (and including) such date; and (ii) the period since the date of adoption of the Plan; and
  • those Ordinary Shares which remain capable of issue, or transfer out of treasury, under any existing options at such date, would exceed 10% of the issued share capital of the Company at the date of the award.

The following awards were granted on Friday pursuant to the Plan, in each case at an exercise price of 0.5p per share:-

Executive Number of Ordinary Shares over which awards granted
Peter Shaw (EMI options) 3,172,576
Peter Shaw 577,424
Maciej Jania 2,437,175
Tomasz Lachowski 1,180,676

The Remuneration Committee has set the following performance targets, which it believes are appropriate and challenging targets for the executive management team of a company in the early stages of development:

  1. Store trading performance in the year to 31st December 2016 and number of stores sub-franchised by that date – 40% of the total award
  2. The Company’s share price during the three months to 31st December 2016 – 40% of the total award
  3. Control of central costs over the three years to 31st December 2016 – 20% of the total award.

22 December 2014

For further information please contact:

  • 07799 654188DP Poland PLC
  • Nick Donaldson, Chairman
  • 020 7418 8900 Peel Hunt LLP
  • Dan Webster
    Richard Brown

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