Report from the Extraordinary General Meeting in Orc Group AB (1)

Report from the Extraordinary General Meeting in Orc Group AB (1)

The Extraordinary General Meeting of Orc Group AB, was held today, December 16,
2011, at the company’s head office on Kungsgatan in Stockholm.

Resolution regarding incentive program addressed to the Chief Executive Officer,
the management and other employees in Orc Group AB’s subsidiary, CameronTec AB
and its subsidiaries
The Extraordinary General Meeting approved the Board of Directors’ proposal to
implement a long-term incentive program including the Chief Executive Officer,
the management and other employees in Orc Group AB’s (“Orc Group”) wholly-owned
subsidiary CameronTec (“CameronTec”) and its subsidiaries. The incentive program
covers approximately 20 persons. The motive for the program is to recruit and
maintain competent employees by offering employees in the CameronTec group the
opportunity to share CameronTec’s value growth.

Orc Group will issue a maximum of 139,800 call options under the program, each
call option granting a right to purchase one existing share in CameronTec from
Orc Group against payment of 120 percent of the market value of the share. The
call options are allotted free of charge and are vested by the employees on
March 31, 2015. Vesting of the call options is conditional upon that a certain
expected value, measured in relation to CameronTec’s ACV development (as set out
in CameronTec’s annual accounts), is reached per December 31, 2014. If between
90 - 100 percent of the expected value is reached, call options are vested by
the employees on a linear basis. Vested call options may be exercised to
purchase shares in CameronTec during the period May 1-31, year 2015, 2016 and
2017 respectively. The right to exercise the call options is conditional upon
that the employees (i) are continuously employed in CameronTec at the time when
the call options are exercised and, (ii) that they adhere to a shareholders’
agreement with Orc Group.

Further, as part of the incentive program, the Chief Executive Officer and three
other persons within the management of CameronTec is offered to purchase a total
of 60,000 shares in CameronTec from Orc Group, against payment of the market
value of the share. Such potential acquisition of shares shall be completed no
later than March 31, 2012.

In total, the incentive program will result in Orc Group transferring call
options entitling to acquisition of a maximum of 139,800 shares and selling a
maximum of 60,000 shares in CameronTec, in total corresponding to a maximum of
9.99 percent of the shares and votes in CameronTec.

Since the incentive program is based on existing shares in CameronTec, the
program will not have any dilution effect on the number of shares or votes in
CameronTec. Costs for implementing and administering the program are only
expected to have a minor impact on the group’s key ratios.

For the full details of the proposal adopted by the Annual General Meeting,
please refer to
www.orc-group.com.

For further information please contact:
Thomas Bill, phone: +46 8 506 477 35

 

The information in this press release has been made public by Orc Group AB in
accordance with the Securities Market Act and/or the Financial Instruments
Trading Act. The information was submitted for publication on December 16, 2011,
at 4.35 p.m. (CET).

About Orc Group

Orc Group is a leading provider of technology and services for the global
financial industry. Orc delivers trading and market access solutions that are
used by proprietary trading and market making firms, investment banks, hedge
funds and brokerage houses.

The Orc Group serves customers through three business units, each with
distinctive offerings:

  · Orc develops and provides the tools needed to run profitable trading and
brokerage businesses.
  · Neonet offers professional market participants flexible, independent and
transparent execution services.
  · CameronTec is the financial industry leader in FIX infrastructure and
connectivity solutions.

With market presence in all major global financial centers, Orc provides sales
and support services from its offices across the EMEA, Americas and Asia-Pacific
regions.

Orc Group is publicly traded on NASDAQ OMX Stockholm (SSE: ORC).

For additional information, visit www.orc-group.com

(1) N.B. The English text is a translation of the Swedish text. In case of
discrepancy between the Swedish and the English text the Swedish version shall
prevail.