Stock options GBL

Plan 2007

On April 24 2007, the Ordinary General Meeting approved the principle to issue yearly in favour of the Executive Management and the employees of GBL and its subsidiaries options on the existing GBL shares. 

At the end of July 2007, 99.5% of the proposed options were accepted by beneficiaries.

The terms of the stock option plan are the following:

• Number           110.258
• Strike              Eur 91.9
• Duration          15 years
• Vesting            3 years, one third per year

This issue was carried out in accordance with the provisions of the 26 March 1999 Act relating to the 1998 Belgian employment action plan setting out various arrangements, as modified by the Programme Act of 24 December 2002.

Plan 1999

In 1999, a stock option plan covering 249,650 GBL shares was subscribed by the employees of GBL and its Belgian subsidiaries and the Directors with permanent executive duties.

The issue of these options forms part of the profit-sharing plan to be operated by GBL and its subsidiaries for the next ten years, a period which correspond initially with the term of the options.

On March 26, 2003, the Board of Directors passed a resolution, further to a change in legislation, to extend the life of these options for three years, the expiry date thus changing to 30 June 2012.

Given the exchange parity of 5 GBL shares for 1 GBL S.A. share resulting from the merger by absorption of GBL by Electrafina and given the adjustments pursuant the anti-dilution clause, the stock option plan currently concerns 1,252,245 GBL shares.

In case of exercise of options, the company may choose for the attribution of existing shares or for the issue of new shares.

Date of the offer	Acquisition of the rights from	Number of shares corresponding to the GBL options issued
30 June 1999 30 June 1999 30 June 1999 30 June 1999 30 June 1999 Total	2000 2001 2002 2003 2005	43,000 40,000 351,312 331,313 482,625 1,248,250

The GBL option exercise price  (an option gives right to 5 shares) was fixed in 1999 at EUR 163.9 per share, i.e. the stock price at the close of stock exchange trading on the day preceding the offer.

The terms of the issue complied with the provisions of the Act of 26 March 1999 relating to the 1998 Belgian employment action plan, which lays down rules for various schemes.

460,000 of the 1,248,250 GBL shares corresponding to the options issued were attributed to the Managing Directors.

Exercise of GBL options
The schedule below is expressed in number of GBL shares corresponding to GBL options (1 option gives right to 5 shares).

	31/12/2007	30/6/2007	1/1/2007
Plan 1999 « Vested » options Exercised or lost options Existing options covered by GBL shares in portfolio	1,248,250 1,252,245 1,006,315 241,635	1,248,250 1,248,250 1,006,315 241,635	1,248,250 1,248,250 998,085 250,165