Nordic Tankers A/S Establishes a Warrant Program

Press Release
Tuesday, May 03, 2011

The board of directors of Nordic Tankers A/S ("Nordic Tankers" or "the Company") decided to establish an incentive scheme in the form of a warrant programme for the Company's management and employees and for the employees in the Company's Danish subsidiaries. The Company's board of directors has thus today exercised the authority set out in clause 4c of the Articles of Association, given at the general meeting on 29 April 2011, to issue up to 1,245,000 warrants totally, of which 550,000 will be granted to management. The remaining warrants will be granted to the Company's employees and employees in the Company's Danish subsidiaries. The establishment of the warrant programme is pursuant to the Company's guidelines for an incentive pay structure which were approved at the general meeting on 22 April 2010, according to which no warrants will be granted to the board of directors.

The purpose of the warrants programme is to reflect the Company's objective of attracting and retaining qualified employees, thereby ensuring long-term value for the shareholders. The granting of warrants will enable convergence of interests between management, employees and Nordic Tankers' shareholders both in the short and long term.

The warrants granted will entitle holders to subscribe for up to 1,245,000 shares of DKK 1 each corresponding to approx. 3.2% of the Company's share capital. The exercise price has been fixed at DKK 6.90 with the addition of 4% p.a. calculated from 3 May 2011 and until the exercise takes place.

Warrants granted can be exercised wholly or partly in the period from 4 May 2013 up to and including 4 May 2015. Warrants should be exercised within a period of four weeks after the publication of the Company's annual reports or interim reports. The first period in which warrants granted can be exercised is the four-week period after the publication of the Company's interim report 2013, and the last period in which warrants granted can be exercised is the four-week period after the publication of the Company's annual report for 2014.

If an employee resigns, sections 4 and 5 of the Danish Share Option Act (Aktieoptionsloven) shall apply. The provisions of the Danish Share Option Act stipulate as follows:

In the event that an employee's contract of employment is terminated by the employee, the right to exercise the warrants granted shall cease. Warrants with an exercise period that has commenced prior to termination of employment may be exercised until the date of termination. The right to being granted warrants after termination of employment shall cease as well.

In the event that an employee's contract of employment is terminated by the Company, which is not due to the employee's breach, the employee shall maintain the right to all warrants granted, notwithstanding whether the exercise period has commenced prior to termination of employment. The same applies in cases stipulated in section 4, subsection 2, of the Danish

Share Option Act (termination of employment due to age or retirement) and section 4, subsection 3 (termination of employment due to the Company's serious breach).

If an employee's contract of employment is terminated by the Company due to the employee's breach, or an employee is dismissed summarily, and the dismissal is fair, the right to all warrants granted shall cease on the date of termination of employment. Warrants with an exercise period that has commenced prior to termination of employment may be exercised until the date of termination.

The warrants granted are estimated to have a theoretical value of DKK 2.05 each, corresponding to up to DKK 2,552,250 for all warrants. The theoretical value has been calculated using the Black & Scholes model based on a volatility rate of 45%, a risk-free interest rate of 3.30%, an exercise price of DKK 6.90, and a term of 36 months.

 

Source: Nordic Tankers

 

Source: Nordic Tankers

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