Global staff options program for management

Global staff options program for management Provided that the AGM gives its approval, the board of directors at Nobel Biocare has decided to introduce a global staff options program aimed at leading executives and other key individuals. To enable the practical implementation of this options program, it is suggested that the company should raise subordinated debentures with detachable warrants. In many respects, Nobel Biocare's operations are knowledge intensive and the company is therefore heavily dependent on access to staff who can generate profitable ideas and develop the company's business. In order to make it easier to attract highly-qualified employees and increase the involvement of the management and key individuals, Nobel Biocare has decided to introduce a staff options program. Long-term owner involvement is expected to stimulate greater interest in operations and profit trends and thereby further increased value for the shareholders. This options program comprises a total of 1,196,000 options which can be issued over a period of three years. It is expected that 125 executives, most of whom work in Sweden and the USA, will be covered by the program. Of this total, 796,000 options are intended for current executives and 400,000 for those joining the company at a later date. The allocation of options will be determined by the board of directors' compensation committee. It will be possible to issue these staff options on several occasions between May 2001 and February 2004. They have a term of three years. The purchase price of the shares will correspond to a subscription price which matches the share price at the time at which these staff options are allocated. The options will be distributed free of charge. In order to implement this staff options program, the board of directors at Nobel Biocare suggests that the company should raise subordinated debentures with detachable warrants. Each warrant would entitle the holder to subscribe to one new share with a par value of SEK 12.50 per share. As a result, the company's share capital would increase by a maximum of SEK 14,950,000. This staff options program will not generate any increase in payroll expenses, but it will result in dilution as far as existing shareholders are concerned. Any profit on the options will be taxed as income by the holder and will be subject to social security contributions from the company. With Nobel Biocare's geographical staff structure, these charges have been calculated at around 20 per cent and will represent a cost for the company. When the staff options are utilized, a maximum of 1,196,000 new shares will be issued. On 31 December 2000, 266,232 options from a previous options program had still not been utilized; this program was part of the purchase price when Steri-Oss Inc. was acquired in 1998. Since the start of 2001, a large number of these options have been utilized. In all, the total number of shares will increase to a maximum of 26,617,318 shares, representing a total dilution for shareholders of 4.5 per cent. This proposal is covered by the so called Leo Act and will only be approved if it is supported by shareholders with 90 per cent of the votes cast and the shares represented at the AGM. The board of directors' complete proposal for a decision by the AGM will be available at the company at Bohusgatan 15, Göteborg, Sweden. The complete proposal can also be ordered by phone on +46 31 81 88 00. Gothenburg, Sweden, 22 March, 2001 NOBEL BIOCARE AB For further information, please contact: Jack Forsgren, President & CEO, telephone +46 31 81 88 58 and Jan H Johansson, telephone +46 31 81 88 29, Nobel Biocare AB. The company's product systems for dental implants, Brånemark System® and Steri-Oss®, are world leaders and have a global market share of around 40%. The company's other product line, Procera®, is a unique, IT-based process for the industrial production of dental prosthetics. The system has been launched very successfully in more than 30 countries in North America, Europe, South East Asia and South America. Nobel Biocare has around 1,200 employees and, in 2000 turnover totaled SEK 2 110 million. The company's headquarters are located in Gothenburg, Sweden, while production takes place in Sweden and the USA. Nobel Biocare has its own sales companies in 25 countries. ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2001/03/22/20010322BIT00430/bit0001.doc http://www.bit.se/bitonline/2001/03/22/20010322BIT00430/bit0001.pdf