Employee stock option plan

With the new Amendments to the Law on Business Companies, there is a specific procedure that must be followed for rewarding employees through company shares.

1. The first phase of the procedure initially involves creating a reserved own share, after which the registration of the created reserved own share must be carried out with the Business Registers Agency (APR).

The registration of the reserved own share is carried out through:

1. a registration application for the entry of the reserved own share and the change in members’ shares, i.e., the reduction of shares of those company members who agree to the formation of the reserved own share;

2. a resolution of the company assembly on the acquisition of the reserved own share;

3. a statement from the company member whose share is being reduced, confirming their consent to the formation of the reserved own share, if their explicit consent cannot be determined from the attached resolution of the company assembly on acquiring the reserved own share.

4. proof of fee payment;

The company may acquire a reserved own share only from shares that are fully paid or contributed and only from members who voted in favor of the resolution on acquiring the reserved own share. It should also be noted that the reserved own share cannot be pledged, nor can it be disposed of in any way other than as prescribed by law.

2. After that follows the second phase, in which the Decision on the Issuance of the Right to Acquire a Share, i.e., on rewarding employees, is made by the company assembly. After the decision on the issuance of the Right to Acquire a Share is adopted, the company must submit it to the Central Registry within five days from the date of adoption for the registration of the right to acquire a share as a financial instrument for legitimate holders.

The right itself is exercised by payment to the company, which must be at a preferential price, i.e., lower than the market value of the share at the time of issuance of the right.