Stock Option Plan

Members of the management board of the company, members of the management board of affiliated companies, employees in key functions and managers of the company and associated companies (beneficiaries) who can make a signifi cant contribution to increasing the company value can participate in a stock option plan. The purpose of this is to attract qualified managers and ensure they stay with the company over the long term.

The price for the acquisition of shares on execution of the options ("executionprice") corresponds to the arithmetic mean of the closing price on the Frankfurt Stock Exchange of the Nemetschek share on the last five trading days before the management board‘s decision or – in the case of management board members of the company, the supervisory board‘s decision – on granting of the options, but corresponds at least to the proportional amount of basic capital apportioned to the individual share certificate (§ 9 Paragraph 1 of the Stock Corporation Act).

The option rights can be exercised up to 50 % two years after issue at the earliest, up to 75 % three years after issue at the earliest, and up to 100 % four years after issue at the earliest. The contract term for each granted option is five years. A cash settlement is not planned.

An ambitious target was set for the stock option scheme:
The option rights can only be exercised if the price of the Nemetschek share – adjusted to take account of any dividend payments, stock rights or other rights – is at least 150 % of the value of the Nemetschek share at the start of issue of the tranche in question no less than two years after the date of issue of the tranche in question at the time of exercising. Three years after issue, the value of the share must be at least 175 %. A further condition is that the option holder has met the personal and company targets for the year of issue in the year of issue, unless the management board (for the management board, the supervisory board) confirms that a failure to meet these targets has no or only limited effect on exercising of the options.

In the 2005 financial year, 100,000 options were fi rst granted to board members. The weighted average execution price was 14.60 euros. Since then, no options have been forfeited, exercised and / or have lapsed.