Contribuinte nº 500 006 148 Reg. C.R.C. Amadora Capital Social: € 3.396.850 Tel. (351) 214 727 100 Fax. (351) 214 714 482 Fax: (351) 214 714 801 Abbott Laboratórios, Lda.
Estrada de Alf ragide, 67 Alf rapark – Edif icio D 2610-008 Amad ora Portugal
Abbott Laboratories 2014 Employee Stock Purchase Plan for Non-U.S. Employees (the “Plan”)
Disclosure Document
Important Information for Eligible Employees in Portugal Introduction
This disclosure document describes the operation of the Plan and how you may participate via the offer of purchase rights.
The Plan is offered on a wholly discretionary basis. Capitalized terms not otherwise defined herein shall have the meaning set forth for such terms in Section 2 of the Plan document. For the purposes of this document, capitalized words shall have the following meaning:
Administrator: shall mean the Compensation Committee of the Board or any other committee
as the Board may designate from time to time in its sole discretion.
Common Shares: shall mean common shares, no par value, representing the Company’s share
capital;
Company: shall mean Abbott Laboratories, an Illinois corporation.
Employee: shall mean an individual who is classified as an employee by an Employer in its
sole discretion on its payroll records and who is ineligible to participate in the Abbott Laboratories Stock Retirement Plan. “Employee” shall include a full- time employee and a permanent part-time employee of an Employer. For all purposes hereunder, except as otherwise provided by the Administrator, a Participant’s employment or service with an Employer shall be deemed to be terminated on the day such entity ceases to be a Subsidiary of the Company.
Employe r: shall mean each Subsidiary in each jurisdiction that has been designated by the
Administrator or its delegate as eligible to participate in the Plan with respect to its Employees.
Enrollment Period: shall mean such period of time, as determined by each Employer in its
sole discretion, preceding an O ffering Date during which an Employee may enroll in the Plan.
Fair Market Value: of a Common Share shall mean the closing price of a single Common
Share reported in the New York Stock Exchange Composite Transactions on the relevant date, or, if no sale shall have been reported on that date, the closing price reported in the New York Stock Exchange Composite Transactions on the last preceding day on which there was a sale.
Offering Date: shall mean the first business day of each Purchase Cycle. The first O ffering
Date under the Plan shall be February 1, 2014.
Participant: shall mean an Employee who elects to participate in the Plan in accordance with
Plan: shall mean the Abbott Laboratories 2014 Employee Stock Purchase Plan for Non-U.S. Employees.
Purchase Cycle: shall mean each six- month period, or such other period as determined by the
Administrator in its sole discretion. The first Purchase Cycle shall commence on February 1, 2014 and end on July 31, 2014.
Purchase Date: shall mean the last business day of each Purchase Cycle.
Subsidiaries: shall mean any corporation, partnership, joint venture, business trust or other
entity 50% or more of the voting stock or control of which is owned, directly or indirectly, by the Company.
Exemption from the EU Prospectus Directive
To the extent offers of purchase rights under the Plan are offers of securities to the public, Abbott Laboratories (the “Company”) is exempt from an obligation to publish a prospectus which meets the requirements set forth in Directive 2003/71/EC, as amended by Directive 2010/73/UE (the “Prospectus Directive”) and the national laws of the Participant States of the European Union (EU) or the European Economic Area (EEA) that have implemented the Prospectus Directive. Article 4(1)(e) of the Prospectus Directive, as well article 134 (2c) and article 134(5) of the Portuguese Securities Code, as amended by Decree-Law no. 18/2013, of 6 February, exempts issuers from the obligation to publish a prospectus if the securities are offered to existing or former directors or employees by their employer and certain other conditions are met (the “Employee Exemption”). Accordingly, in reliance on the Employee Exemption, the Company has not prepared or filed a prospectus with any competent authority in the EU or the EEA in relation to offers made under the Plan and no such prospectus has been published in the EU or the EEA.
This document does not constitute a prospectus. Instead, this document contains the information that an issuer must make available to its employees when relying on the Employee Exemption.
Reasons for the Offer
The purpose of the Plan is to provide an opportunity for non-U.S. Employees of Subsidiaries to purchase Common Shares of the Company and thereby to have the opportunity to share in its growth, and to furnish incentives to such persons by providing opportunities to acquire Common Shares of the Company, on advantageous terms and to further align such persons' interests with those of the Company's other shareholders through compensation that is based on the value of the Company's Common Shares.
This disclosure document provides additional information about the Plan, the grant of purchase rights under the Plan, and the Company.
Details of the Offer Eligibility and Enrollment
Any person, who is an Employee during the Enrollment Period other than an officer or director of the Company, shall be eligible to enroll and participate in the Plan. Notwithstanding, the Administrator or, to the extent permitted by applicable law, each Employer may prospectively condition participation by an Employee upon a period of service with such Employer.
An eligible Employee may become a Participant with respect to an upcoming Purchase Cycle by filing with his Employer during the Enrollment Period preceding the Offering Date a completed authorization and enrollment form, or by following an IVR, electronic or other enrollment process as prescribed by his Employer. Under procedures established by his Employer, a Participant’s authorization and enrollment form shall continue in effect from one Purchase Cycle to the next, unless the Participant suspends his payroll deductions or contributions or discontinues his participation.
An eligible Employee may authorize payroll deductions at the rate of 1% to 10% (or such other maximum percentage as specified by the Administrator), in whole percentages only, of the Employee’s Eligible Compensation.
An Employee may not contribute more than USD 12,500 during each Purchase Cycle toward the purchase of Company’s Common Shares under the Plan.
Because the price of the Common Share is quoted in USD, Employee’s contributions will be converted into USD for the purpose of purchasing the shares, being that the exchange rate used shall be determined by the Company.
Purchase of Shares
On each Offering Date, each Participant who has timely enrolled in a Purchase Cycle shall be granted the right to purchase that number of full Common Shares which may be purchased with the balance credited to the Participant’s account as of the applicable Purchase Date. Unless a Participant has previously ceased participation in the Plan during a Purchase Cycle, a Participant’s purchase right shall be automatically exercised on each Purchase Date to purchase that number of full Common Shares which the balance credited to the Participant’s account shall entitle him to purchase. The Employer will allocate the number of full Common Shares acquired with the payroll deductions to each eligible Employee’s account. Any cash remaining in a Participant’s account after the purchase of Common Shares shall remain in the
Participant’s account for use in the next Purchase Cycle. The purchase price for a single Common Share for each Purchase Cycle shall be 85% of the lesser of: (a) the Fair Market Value of a Common Share on the Offering Date; and (b) the Fair Market Value of a Common Share on the Purchase Date.
Rights Attached to the Shares
As set forth in the Company’s bylaws, the Common Shares you acquire under the Plan are Common Shares of the Company, which will allow you to participate in:
Dividends - When the Company announces its financial results, it may decide to give a portion of its profits back to shareholders in the form of dividends.
Voting - as a shareholder, you will be entitled to vote at the Company 's general meetings where each of your shares will count as one vote.
Information Reporting - as a shareholder, you will have the right to receive certain information from the Company, including the Company's annual report to shareholders.
Administration
The Administrator has the authority to grant awards under the Plan and make other determinations under the Plan, except that the Administrator may delegate its power, authority and responsibilities under the Plan to one or more officers of the Company at any time in its sole discretion. The Administrator and, to the extent permitted under applicable law, its delegate, shall have full power and authority to promulgate any rules and regulations which are deemed necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, to make factual determinations relevant to Plan entitlements and to take all action in connection with administration of the Plan as deemed necessary or advisable. Decisions of the Administrator and, where applicable, its delegate, shall be final and binding upon all Participants.
Termination of Employment
If a Participant terminates employment with his Employer for any reason (including death, disability or retirement) prior to the expiration of a Purchase Cycle, the Participant’s participation in the Plan shall immediately terminate, and the amount credited to the Participant’s account shall be refunded to the Participant or the Participant’s estate without interest (unless otherwise required by local law) as soon as administratively practicable. Each Employer in its discretion shall determine whether its Employees have terminated employment for purposes of the Plan, and such determinations shall be final and binding on all parties.
Each Employer also may establish rules regarding when a leave of absence or other changes of employment status will be considered to be a termination of employment with respect to its Employees for purposes of the Plan.
Non-transferability of Awards
Purchase rights granted to Participants may not be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and are exercisable during the Participant’s lifetime only by the Participant. Any attempted assignment, transfer, pledge, or other disposition of a purchase right hereunder shall be null and void and without effect. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, such act shall be treated as an election by the Participant to discontinue participation in the Plan.
Termination, Suspension, or Ame ndment of the Plan
The Board may amend the Plan from time to time as it deems desirable in its sole discretion without approval of the shareholders of the Company, except to the extent shareholder approval is required by Rule 16b-3 of the Securities Exchange Act of 1934, as amended, applicable New York Stock Exchange or other stock exchange rules, or other applicable laws or regulations. The Board may terminate or suspend the Plan at any time in its sole discretion. The termination, suspension or amendment of the Plan shall not alter or impose rights or obligations under any option theretofore granted under the Plan in any material adverse way without the consent of the affected Participants.
Information about the Issuer
The issuer is Abbott Laboratories, a U.S publicly- traded corporation whose Common Shares are listed on the New York Stock Exchange and admitted to trading on the London Stock Exchange. The issuer’s address is 100 Abbott Park Road, Abbott Park, Illinois 60064-6020, U.S.A. Shares issued under the Plan will be listed on the New York Stock Exchange and admitted to trading on the London Stock Exchange. Additional information about the issuer, as well as the current trading price of the issuer’s Common Shares, can be found on its website
at www.abbott.com.
Filings made by the Company with the U.S. Securities and Exchange Commission are available on its website at www.sec.gov. You also can access these filings through the Investor Relations/Financial Information section of the Company’s website, or you can request copies of the filings by contacting the Company’s Investor Relations Department at:
Abbott Laboratories 100 Abbott Park Road Abbott Park, IL 60064-6400
Abbott Investor Relations: (847) 937-8945 Abbott Investor Newsline: (847) 937-7300
Additional Information about the Plan
Additional information about the Plan can be found at www.abbott.com. Requests for information about the Plan in Portugal also can be directed to:
Abbott Laboratórios, Lda Departamento de Recursos Humanos
Estrada de Alfragide, nº 67 Alfrapark, Edifício D
2610-008 Amadora * * * * *
