PÖYRY PLC Stock Exchange Announcement
February 2, 2007 at 10.00 a.m.
PÖYRY APPLIES FOR LISTING OF STOCK OPTIONS 2004A ON THE OFFICIAL LIST OF
HELSINKI STOCK EXCHANGE
The Board of Directors of Pöyry Plc has resolved to apply for listing of
the stock options 2004A on the official list of the Helsinki Stock
Exchange so that the listing will commence approximately on March 1,
2007.
The total number of stock options 2004A is 165 000. Each stock option
entitles its holder to subscribe for four shares in Pöyry Plc. The 2004A
stock options entitle their holders to subscribe for a total of 660 000
shares. The present share subscription price for the stock options 2004A
is EUR 5.91/share. The share subscription price shall, as per the
dividend record date, be reduced by the amount of dividend paid before
the share subscription.
The share subscription period for stock options 2004A will commence on
March 1, 2007 and end on March 31, 2010. The place for the share
subscription is Pöyry Plc's headquarters, address: Jaakonkatu 3, FI-
01620 Vantaa, Finland.
PÖYRY PLC
Erkki Pehu-Lehtonen Teuvo Salminen
President and CEO Deputy to President and CEO
Enclosure
Pöyry Plc 2004 stock option terms and conditions
Additional information by:
Anne Viitala, Group General Counsel, Pöyry Plc
Tel. +358 10 33 22811
www.poyry.com
DISTRIBUTION:
Helsinki Stock Exchange
Major media
ENCLOSURE
PÖYRY PLC 2004 STOCK OPTION TERMS AND CONDITIONS
The Annual General Meeting of Shareholders of Pöyry Plc (Pöyry Plc or
the Company) has on 3 March 2004 resolved, in accordance with the
proposal by the Board of Directors of the Company (Board of Directors)
on February 9, 2004, to issue stock options to the management of Pöyry
Plc and its subsidiaries (Pöyry group) and to a wholly owned subsidiary
of Pöyry Plc on the following terms and conditions.
The Annual General Meeting of Shareholders has on March 7, 2006 resolved
to amend sections I.1, II.1 and II.3 of the terms and conditions as
follows:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of stock options
The total number of stock options issued shall be 550 000, which entitle
to subscribe for a total of 2 200 000 shares in Pöyry Plc.
2. Stock options
Of the stock options 165 000 shall be marked with the symbol 2004A,
165 000 shall be marked with the symbol 2004B and 220 000 shall be
marked with the symbol 2004C. The persons to whom stock options shall be
distributed, shall be notified in writing by the Company about the offer
of stock options. The stock options shall be distributed to the
recipient when he or she has accepted the offer of the Company. Stock
option certificates shall, upon request, be delivered to the stock
option owner at the beginning of the relevant share subscription period
unless the stock options have been transferred to the book-entry
securities system.
3. Right to stock options
The stock options shall, with deviation from the shareholders pre-
emptive right to subscription, be granted to the management of the Pöyry
group and to JP-Invest Ltd (JP-Invest), a wholly owned subsidiary of
Pöyry Plc. It is proposed that the shareholders pre-emptive right to
subscription be deviated from since the stock options are intended to
form part of the Pöyry groups incentive and commitment programme for
the key personnel.
4. Distribution of stock options
The Board of Directors shall decide on the distribution of stock
options. JP-Invest shall be granted stock options to such extent that
the stock options are not distributed to the management of the Pöyry
group. The Board of Directors shall later on decide upon the further
distribution of the stock options granted to JP-Invest, to members of
the management employed by or to be recruited by the Pöyry group.
5. Transfer of stock options and obligation to offer stock options
The stock options are freely transferable, when the relevant share
subscription period has begun. The Company shall hold the stock options
on behalf of the stock option owner until the beginning of the share
subscription period. The stock option owner has the right to acquire the
possession of the stock options when the relevant share subscription
period begins. Should the stock option owner transfer his/her stock
options, such person is obliged to inform the Company about the transfer
in writing without delay. The Board of Directors may, as an exception to
the above, permit the transfer of stock options also before such date.
Should a stock option owner cease to be employed by or in the service of
the Pöyry group before March 1, 2009, such person shall without delay
offer to the Company or its order, free of charge, the stock options for
which the share subscription period in accordance with Section II.2 had
not begun at the last day of such persons employment or service. The
Board of Directors can, however, in the above-mentioned cases, decide
that the stock option owner is entitled to keep such stock options or a
part of them, which are under offering obligation. The offering
obligation of stock options does not apply to the stock option owners
estate.
Regardless of whether the stock option owner has offered his/her stock
options to the Company or not, the Company is entitled to inform the
stock option owner in writing that the stock option owner has lost
his/her stock options on the basis of the above-mentioned reasons.
Should the stock options be transferred to the book-entry securities
system, the Company has the right, whether or not the stock options have
been offered to the Company, to request and get transferred all the
stock options, for which the share subscription period had not begun,
from the stock option owners book-entry account to the book-entry
account appointed by the Company without the consent of the stock option
owner. In addition, the Company is entitled to register transfer
restrictions and other restrictions concerning the stock options to the
stock option owners book-entry account without the consent of the stock
option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for new shares
Each stock option entitles its owner to subscribe for four (4) shares in
Pöyry Plc. The accounting par value of each share is EUR 0.25. As a
result of the subscriptions the share capital of Pöyry Plc may be
increased by a maximum of EUR 550 000 and the number of shares by a
maximum of 2 200 000 new shares.
JP-Invest, as a subsidiary of Pöyry Plc, shall not be entitled to
subscribe shares in Pöyry Plc on the basis of the stock options.
2. Share subscription and payment
The share subscription period shall be:
for stock option 2004A March 1, 2007 March 31, 2010,
for stock option 2004B March 1, 2008 March 31, 2011 and
for stock option 2004C March 1, 2009 March 31, 2012.
The share subscription shall take place at the head office of Pöyry Plc
or possibly at another location to be determined later. The subscriber
shall transfer the respective stock option certificates with which
he/she subscribes shares to the Company, or in case the stock options
have been transferred to the book-entry securities system, the stock
options with which shares have been subscribed shall be deleted from the
subscribers book-entry account. Payment for shares subscribed shall be
effected upon subscription to the bank account appointed by the Company.
The Company shall decide on all measures concerning the share
subscription.
3. Share subscription price
The share subscription price shall be:
for stock option 2004A the trade volume weighted average quotation of
the Pöyry Plc share on the Helsinki Exchanges between April 1 and April
30, 2004 with an addition of twenty (20) percent,
for stock option 2004B the trade volume weighted average quotation of
the Pöyry Plc share on the Helsinki Exchanges between April 1 and April
30, 2005 with and addition of twenty (20) percent, and
for stock option 2004C the trade volume weighted average quotation of
the Pöyry Plc share on the Helsinki Exchanges between April 1 and April
30, 2006 with an addition of twenty (20) percent.
From the share subscription price of stock options shall, as per the
dividend record date, be deducted the amount of the dividend paid after
April 1, 2004 but before share subscription. The share subscription
price shall nevertheless always amount to at least the accounting par
value of the share.
The share subscription prices on March 10, 2006 deducted by the amount
of the dividend payable for the share for the financial year 2005 are
for stock option 2004A EUR 5.91 per share and for stock option 2004B EUR
6.65 per share.
4. Registration of shares
Shares subscribed for and fully paid shall be registered in the book-
entry account of the subscriber.
5. Shareholder rights
Dividend rights of the shares and other shareholder rights shall
commence when the increase of the share capital has been entered into
the Trade Register.
6. Share issues, convertible bonds and stock options before share
subscription
Should the Company, before the share subscription, increase its share
capital through an issue of new shares, or issue of new convertible
bonds or stock options, a stock option owner shall have the same right
as or an equal right to that of a shareholder. Equality is reached in
the manner determined by the Board of Directors by adjusting the number
of shares available for subscription, the share subscription price or
both of these.
Should the Company, before the share subscription, increase its share
capital by way of a bonus issue, the subscription ratio shall be amended
so that the ratio to the share capital of shares to be subscribed by
virtue of stock options remains unchanged. If the number of shares that
can be subscribed for by virtue of one stock option should be a
fraction, the fractional part shall be taken into account by reducing
the subscription price.
7. Rights in certain cases
If the Company reduces its share capital before the share subscription,
the subscription right accorded by the terms and conditions of the stock
options shall be adjusted accordingly as specified in the resolution to
reduce the share capital.
If the Company is placed in liquidation before the share subscription,
the stock option owner shall be given an opportunity to exercise his
subscription right before the liquidation begins within a period of time
determined by the Board of Directors.
If the Company resolves to merge into another company Pöyry Plc being
acquired or into a company to be formed in a combination merger, or if
the Company resolves to be divided, the stock option owner shall, before
the merger or division, be given the right to subscribe for the shares
with his/her stock options within a period of time determined by the
Board of Directors. After such date no subscription right shall exist.
In the above situations the stock option owner has no right to require
that the Company redeems the stock options from him/her at market value.
If the Company, after the beginning of the share subscription period,
resolves to acquire its own shares by an offer made to all shareholders,
the stock option owners shall be made an equivalent offer. In other
cases acquisition of the Companys own shares does not require the
Company to take any action in relation to the stock options.
In case, before the end of the share subscription period, a situation,
as referred to in Chapter 14 Section 19 of the Finnish Companies Act, in
which a shareholder possesses over 90 percent of the shares of Pöyry Plc
and therefore has the right and obligation to redeem the shares of the
remaining shareholders, or a situation, as referred to in Chapter 6
Section 6 of the Finnish Securities Market Act, arises, the stock option
owners shall be entitled to use their right of subscription by virtue of
the stock options within a period of time determined by the Board of
Directors.
If the number of the Companys shares is changed, while the share
capital remains unchanged, the share subscription terms and conditions
shall be amended so that the relative proportion of shares available for
subscription with the stock options to the total number of the Companys
shares, as well as the share subscription price total, remain the same.
Converting the Company from a public company into a private company
shall not affect the terms and conditions of the stock options.
III OTHER MATTERS
The laws of Finland shall be applied to these terms and conditions.
Disputes arising in relation to the stock options shall be settled by
arbitration in accordance with the Arbitration Rules of the Central
Chamber of Commerce.
The Board of Directors may decide on the transfer of the stock options
to the book-entry securities system at a later date and on the resulting
technical amendments to these terms and conditions, including those
amendments and specifications to the terms and conditions, which are not
considered crucial. Other matters related to the stock options are
decided on by the Board of Directors. The stock option documentation is
kept available for inspection at the head office of Pöyry Plc.
The Company is entitled to withdraw such stock options which have not
been transferred, or with which shares have not been subscribed for,
free of charge, if the stock option owner acts against these terms and
conditions, or against regulations given by the Company on the basis of
these terms and conditions, or against applicable law, or against
regulations by authorities.
These terms and conditions have been made in Finnish and English. In
case of any discrepancy between the Finnish and English terms and
conditions, the Finnish terms and conditions are decisive.
PÖYRY APPLIES FOR LISTING OF STOCK OPTIONS 2004A ON THE OFFICIAL LIST OF HELSINKI STOCK EXCHANGE
| Source: Pöyry