The shareholders of Teleste Corporation are hereby invited to the Annual General Meeting of Shareholders to be held on Tuesday, 3 April 2007, at 3 pm., in Finlandia Hall, Mannerheimintie 13 e, 00100 Helsinki. Registration of shareholders who have notified of their attendance will begin at 2 pm. The following matters will be on the agenda of the Annual General Meeting: 1. THE MATTERS TO BE SUBMITTED TO THE ANNUAL GENERAL MEETING PURSUANT TO ARTICLE 11 OF THE COMPANY'S ARTICLES OF ASSOCIATION AND SECTION 3 OF CHAPTER 5 OF THE COMPANIES ACT 2. PROPOSAL OF THE BOARD OF DIRECTORS FOR PARTIAL AMENDMENT OF THE ARTICLES OF ASSOCIATION The Board of Directors proposes that the current Articles of Association of the Company be amended as follows: 1. Article 2 concerning the Company's field of operations shall be specified to the effect that it better corresponds to the Company's current operations which include production and selling of electronics and telecommunication industry products, services and solutions as well as thereto related service, maintenance, training, designing, integration and installation activities and consultation. In addition, a provision according to which the Company may carry out its operations also through subsidiaries and associated companies, shall be added to the Article. 2. Article 3 concerning the minimum and maximum share capital and the nominal value of the share shall be deleted. 3. Article 4 concerning the book-entry system shall be amended so that all other provisions except for the reference that the Company's shares belong to the book-entry system shall be deleted. 4. Article 7 shall be amended so that instead of using the right to sign the company name the term ‘right to represent the company' adopted under the new Companies Act shall be used. In addition, some wording specifications shall be made to the Article. 5. Article 11, Paragraph 2, point 1 shall be amended so that at the Annual General Meeting of Shareholders the financial statements, which include consolidated financial statements, and the report of the Board of Directors shall be presented and points 3 and 4 so that at the Annual General Meeting of Shareholders the adoption of the financial statements and consolidated financial statements and the use of profit shown in the balance sheet shall be resolved on. 6. Due to the deletion of Article 3, the numbering of the Articles of Association shall be amended. 7. As a result of the change in the numbering of the Articles of Association, the reference to Article 10 included in the provision concerning the redemption obligation (new Article 11) shall be amended to refer to Article 9. 3. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT SHARE REPURCHASE AUTHORIZATION TO THE BOARD OF DIRECTORS The Board of Directors proposes that the Board of Directors be authorized to decide on the repurchase of a maximum of 1,290,000 own shares of the Company. The Company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through public trading on the Helsinki Stock Exchange at the market price prevailing at the time of acquisition. The shares shall be acquired for use as consideration in future acquisitions or other arrangements related to the Company's business, as financing for investments or as part of the Company's incentive program or to be held by the Company, to be conveyed by other means or to be cancelled. The repurchase authorization is valid until the Annual General Meeting of Shareholders for year 2008. 4. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT AN AUTHORIZATION TO THE BOARD OF DIRECTORS TO ISSUE SHARES, TO CONVEY OWN SHARES AND TO GRANT SPECIAL RIGHTS ENTITLING TO SHARES The Board of Directors proposes that the Board of Directors be authorized to decide on issuing new shares and/or conveying the Company's own shares held by the Company and/or granting special rights referred to in Chapter 10, Section 1 of the Companies Act. New shares may be issued and the Company's own shares held by the Company may be conveyed to the Company's shareholders in proportion to their current shareholdings in the Company or waiving the shareholder's pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so, such as using the shares as consideration in future acquisitions or other arrangements related to the Company's business, as financing for investments or using the shares as part of the Company's incentive program. New shares may be issued and the Company's own shares held by the Company may be conveyed either against payment or for free. The new shares may also be issued in a free share issue to the Company itself. A maximum of 4.500.000 new shares may be issued. A maximum of 1.730.000 of the Company's own shares held by the Company may be conveyed. The number of shares to be issued to the Company itself together with the shares repurchased to the Company on basis of the repurchase authorization shall be at the maximum of 1.290.000 shares. The maximum number of shares that may be subscribed with the special rights granted by the Company is 1.730.000 shares. The authorizations are valid until the Annual General Meeting of Shareholders for year 2008. 5. PROPOSAL OF THE BOARD OF DIRECTORS ON AMENDING THE TERMS AND CONDITIONS OF THE STOCK OPTION PLANS FOR YEARS 2002 AND 2004 Due to the fact that the Board of Directors proposes to the Annual General Meeting that the current Articles of Association of the Company be amended to the effect that the references to the nominal value of the share be deleted, and because the new Companies Act that entered into force on 1 September 2006 allows to record the subscription price under the invested non-restricted equity fund, the Board of Directors proposes that the references to the nominal value of the shares be deleted from the terms and conditions of the stock option plans and that the subscription price of the shares be recorded under the invested non-restricted equity fund. Consequently, the provision on the maximum increase in share capital shall be deleted from the terms and conditions. In addition, a provision according to which the subscription price must always be at least EUR 0.40 shall be added to the terms and conditions of the stock option plans. As regards the nominal value of the share, the above amendments shall be made only provided that the General Meeting approves the Board of Directors' proposal on abandoning the nominal value. In case the General Meeting would decide to retain the nominal value, the Board of Directors proposes that the terms and conditions of the option plans be amended so that the amount of the subscription price exceeding the nominal value be recorded under the invested non-restricted equity fund. 6. PROPOSAL OF THE BOARD OF DIRECTORS CONCERNING THE ISSUE OF STOCK OPTIONS The Board of Directors proposes that stock options be issued by the General Meeting of Shareholders to the key personnel of the Teleste Group. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key personnel to the Company. The maximum total number of stock options issued will be 840,000. The stock options entitle their owners to subscribe for a maximum total of 840,000 shares in the Company. The share subscription price will be based on the prevailing market price of the Teleste Corporation share on the Helsinki Stock Exchange in April 2007, April 2008 and April 2009, a ten (10) per cent premium added to each. The share subscription period for stock options 2007A will be 1 April 2010-30 April 2012, for stock options 2007B, 1 April 2011-30 April 2013 and for stock options 2007C, 1 April 2012-30 April 2014. A share ownership plan, in which the Group's key personnel is obliged to acquire the Company's shares with a proportion of the income gained from the stock options, will be incorporated to the stock options 2007. The manner, in which the share ownership plan will be executed, will be decided by the Board of Directors in connection with the decision to distribute stock options. Composition of the Board of Directors Shareholders representing a holding of more than 20 per cent of all the Company's shares and voting rights, have informed the Company's Board of Directors of their proposal to the Annual General Meeting that the number of members in the Company's Board of Directors is five and that the Chairman of the Board of Directors Tapio Hintikka and the members Tero Laaksonen, Pertti Raatikainen, Timo Toivila and Pekka Vennamo be re-elected. The above mentioned shareholders have also informed the Company's Board of Directors of their proposal to the Annual General Meeting that the remuneration to be paid to the members of the Board of Directors would remain the same and thus be the following: EUR 36.000 per year for the Chairman and EUR 20.000 per year for each member, in addition to which a meeting fee of EUR 250 per meeting is proposed. The remuneration is proposed to be paid so that 40 per cent of the remuneration will be used for purchasing the Company's shares for the members of the Board of Directors and the rest will be paid in cash. Election of Auditor The General Meeting of Shareholders elects an auditor whose term of office ends at the expiry of the next Annual General Meeting following the election. The Board of Directors has assessed the operation and independence of the current auditor KPMG Oy Ab in the financial year 2006. The Board of Directors recommends the re-election of KPMG Oy Ab for the Company auditor for the term that ends at the expiry of the next Annual General Meeting following the election. Shareholders representing a holding of more than 20 per cent of all the Company's shares and voting rights have informed the Company's Board of Directors that they are in favour of electing KPMG Oy Ab as the Company's auditor. The Documents Copies of the financial statements and the proposals by the Board of Directors to the General Meeting will be available for the shareholders' inspection as from Tuesday, 27 March 2007 at the Teleste Corporation's Head Office in Seponkatu 1, 20660 Littoinen. Copies of them will be sent to the shareholders upon request. Right to attend Shareholders who are on Friday, 23 March 2007 registered in the Company's Shareholders' Register maintained by the Finnish Central Securities Depository Ltd are entitled to attend the Annual General Meeting. Shareholders who hold their shares under the name of a nominee can be temporarily registered in the Company's Shareholders' Register on 23 March 2007 to allow attendance at the Annual General Meeting. Registration Shareholders wishing to attend the Annual General Meeting must notify the Company of their attendance no later than Monday, 26 March 2007 by 4 pm. Please register to: Teleste Corporation, Ms. Tiina Vuorinen, P.O. Box 323, 20101 Turku, Finland, or by telephoning + 358 2 2605 611, or by faxing + 358 2 2605 812, or by emailing at investor.relations@teleste.com. The notice should arrive before the deadline stated above. Possible Powers of Attorney are requested to be submitted when the shareholder in question notifies the Company of his/her intention to attend. Dividend The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.20 per share be paid based on the adopted balance sheet for the fiscal year that ended on 31 December 2006 for shares other than those held by the Company. The dividend will be paid to shareholders who on the record date, 10 April 2007, are registered in the Company's Shareholders' Register, which is maintained by Finnish Central Securities Depository Ltd. The dividend will be paid on 17 April 2007. Separate invitations shall not be sent to the shareholders. Helsinki, 14th March 2007 Teleste Corporation Board of Directors DISTRIBUTION: Helsinki Exchanges Media www.teleste.com APPENDICES: PROPOSAL FOR PARTIAL AMENDMENT OF THE ARTICLES OF ASSOCIATION The Board of Directors of Teleste Corporation proposes to the Annual General Meeting of Shareholders to be held on 3 April 2007 that the current articles of association of the company be amended as follows: 1. Article 2 concerning the Company's field of operations shall be specified to the effect that it better corresponds to the Company's current operations which include production and selling of electronics and telecommunication industry products, services and solutions as well as thereto related service, maintenance, training, designing, integration and installation activities and consultation. In addition, a provision according to which the Company may carry out its operations through its subsidiaries and associated companies, shall be added to the Article. 2. Article 3 concerning the minimum and maximum share capital and the nominal value of the share shall be deleted. 3. Article 4 concerning the book-entry system shall be amended so that all other provisions except for the reference that the Company's shares belong to the book-entry system shall be deleted. 4. Article 7 shall be amended so that instead of using the right to sign the company name the term ‘right to represent the company' adopted under the new Companies Act shall be used. In addition, some wording specifications shall be made to the Article. 5. Article 11, Paragraph 2, point 1 shall be amended so that at the Annual General Meeting of Shareholders the financial statements, which include consolidated financial statements, and the report of the Board of Directors shall be presented and points 3 and 4 so that at the Annual General Meeting of Shareholders the adoption of the financial statements and consolidated financial statements and the use of profit shown in the balance sheet shall be resolved on. 6. Due to the deletion of Article 3, the numbering of the Articles of Association shall be amended. 7. As a result of the change in the numbering of the Articles of Association, the reference to Article 10 included in the provision concerning the redemption obligation (new Article 11) shall be amended to refer to Article 9. PROPOSAL TO GRANT SHARE REPURCHASE AUTHORIZATION TO THE BOARD The Board of Directors of Teleste Corporation proposes to the Annual General Meeting of Shareholders to be held on 3 April 2007 that the Board of Directors be authorized to decide on the repurchase of the company's own shares (repurchase authorization) on the following terms and conditions: Maximum number of shares to be repurchased By virtue of the authorization, the Board of Directors is entitled to decide on the repurchase of a maximum of 1.290.000 of the Company's own shares. Directed repurchase and consideration to be paid for shares The Company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through public trading on the Helsinki Stock Exchange at the market price prevailing at the time of acquisition. The shares shall be acquired and paid for in accordance with the rules of the Helsinki Stock Exchange and the Finnish Central Securities Depository Ltd. Holding, canceling and conveying of shares The shares shall be acquired for use as consideration in future acquisitions or other arrangements related to the Company's business, as financing for investments or as part of the Company's incentive program or to be held by the Company, to be conveyed by other means or to be cancelled. Other terms and validity The Board of Directors shall decide on other terms and conditions related to the repurchase of the Company's own shares. The Repurchase Authorization is valid until the Annual General Meeting of Shareholders for year 2008. PROPOSAL TO GRANT AN AUTHORIZATION TO THE BOARD TO ISSUE SHARES, TO CONVEY OWN SHARES AND TO GRANT SPECIAL RIGHTS The Board of Directors of Teleste Corporation proposes to the Annual General Meeting of Shareholders to be held on 3 April 2007 that the Board of Directors be authorized to decide on (i) issuing new shares and/or (ii) conveying the Company's own shares held by the Company and/or (iii) granting special rights entitling to shares on the following terms and conditions: 1. Right to the shares New shares may be issued and the Company's own shares held by the Company may be conveyed: - to the Company's shareholders in proportion to their current shareholdings in the Company; or - waiving the shareholder's pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so, such as using the shares as consideration in future acquisitions or other arrangements related to the Company's business, as financing for investments or as part of the Company's incentive program. The new shares may also be issued in a free share issue to the Company itself. 2. Share issue against payment and for free New shares may be issued and the Company's own shares held by the Company may be conveyed either against payment (Share Issue Against Payment) or for free (Free Share Issue). 3. Maximum number of shares A maximum of 4.500.000 new shares may be issued. A maximum of 1.730.000 of the Company's own shares held by the Company may be conveyed. The number of shares to be issued to the Company itself together with the shares repurchased to the Company on basis of the repurchase authorization shall be at the maximum of 1.290.000 shares. This maximum number of shares shall include the Company's own shares held by the Company itself or its subsidiary as specified in Chapter 15, Section 11, Paragraph 1 of the Companies Act. 4. Granting of special rights The Board of Directors is authorized to grant special rights referred to in Chapter 10, Section 1 of the Companies Act, which carry the right to receive, against payment, new shares of the Company or the Company's own shares held by the Company. The right may also be granted to the Company's creditor in such a manner that the right is granted on a condition that the creditor's receivable is used to set off the subscription price. The maximum number of shares that may be subscribed with the special rights granted by the Company is 1.730.000 shares. 5. Recording of the subscription price The subscription price of the new shares and the consideration payable for the Company's own shares shall be recorded under the invested non-restricted equity fund. 6. Other terms and validity The Board of Directors shall decide on other terms and conditions related to the authorizations. The authorizations are valid until the Annual General Meeting of Shareholders for year 2008. AMENDMENT OF THE TERMS AND CONDITIONS OF THE STOCK OPTION PLANS FOR YEARS 2002 AND 2004 The Annual General Meeting of Shareholders of Teleste Corporation has on 8 April 2002 and on 16 March 2004 approved stock option plans regarding granting stock option rights. Due to the fact that the Board of Directors proposes to the Annual General Meeting of Shareholders to be held on 3 April 2007 that the current Articles of Association of the Company be amended to the effect that the references to the nominal value of the share be deleted, and because the new Companies Act that entered into force on 1 September 2006 allows to record the subscription price under the invested non-restricted equity fund, the Board of Directors proposes that the references to the nominal value of the shares be deleted from the terms and conditions of the stock option plans and that the subscription price of the shares be recorded under the invested non-restricted equity fund. Consequently, the provision on the maximum increase in share capital shall be deleted from the terms and conditions. In addition, a provision according to which the subscription price must always be at least EUR 0.40 shall be added to the terms and conditions of the stock option plans. As regards the nominal value of the share, the above amendments shall be made only provided that the General Meeting approves the Board of Directors' proposal on abandoning the nominal value. In case the General Meeting would decide to retain the nominal value, the Board of Directors proposes that the terms and conditions of the option plans be amended so that the amount of the subscription price exceeding the nominal value be recorded under the invested non-restricted equity fund. PROPOSAL BY THE BOARD OF DIRECTORS TO THE GENERAL MEETING OF SHAREHOLDERS CONCERNING THE ISSUE OF STOCK OPTIONS The Board of Directors proposes that stock options be issued by the General Meeting of shareholders to the key personnel of the Teleste Group, on the terms and conditions attached hereto. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key personnel to the Company. The maximum total number of stock options issued will be 840,000. The stock options entitle their owners to subscribe for a maximum total of 840,000 shares in the Company. The stock options now issued can be exchanged for shares constituting a maximum total of 4.6% of the Company's shares and votes of the shares, after the potential share subscription, if new shares are issued in the share subscription. The share subscription price will be based on the prevailing market price of the Teleste Corporation share on the Helsinki Stock Exchange in April 2007, April 2008 and April 2009, a ten (10) per cent premium added to each. The share subscription period for stock options 2007A will be 1 April 2010-30 April 2012, for stock options 2007B, 1 April 2011-30 April 2013 and for stock options 2007C, 1 April 2012-30 April 2014. A share ownership plan, in which the Group's key personnel is obliged to acquire the Company's shares with a proportion of the income gained from the stock options, will be incorporated to the stock options 2007. The manner, in which the share ownership plan will be executed, will be decided by the Board of Directors in connection with the decision to distribute stock options. TELESTE CORPORATION STOCK OPTIONS 2007 The Board of Directors of Teleste Corporation (Board of Directors) has at its meeting on 14 March 2007 resolved to propose to the Annual General Meeting of Shareholders of Teleste Corporation to be held on 3 April 2007 that stock options be issued to the key personnel of Teleste Corporation (Company) and its subsidiaries (Group), on the following terms and conditions: I STOCK OPTION TERMS AND CONDITIONS 1. Number of Stock Options The maximum total number of stock options issued shall be 840,000, and they entitle their owners to subscribe for a maximum total of 840,000 shares in the Company. 2. Stock Options Of the stock options, 280,000 shall be marked with the symbol 2007A, 280,000 shall be marked with the symbol 2007B and 280,000 shall be marked with the symbol 2007C. The people, to whom stock options are issued, shall be notified in writing by the Board of Directors about the offer of stock options. The stock options shall be delivered to the recipient when he/she has accepted the offer of the Board of Directors. 3. Right to Stock Options The stock options shall be issued gratuitously to the Group key personnel. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive and commitment program for the Group key personnel. 4. Distribution of Stock Options The Board of Directors shall decide upon the distribution of the stock options to the key personnel employed by or to be recruited by the Group. The Board of Directors shall also decide upon the further distribution of the stock options returned later to the Company. The stock options shall not constitute a part of employment or service contract of a stock option recipient, and they shall not be regarded as salary or fringe benefit. Stock option recipients shall have no right to receive compensation on any grounds, on the basis of stock options, during employment or service or thereafter. Stock option recipients shall be liable for all taxes and tax-related consequences arising from receiving or exercising stock options. 5. Transfer and Forfeiture of Stock Options The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock options can freely be transferred and pledged, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer of stock options also before such date. Should the stock option owner transfer his/her stock options, such person shall be obliged to inform the Company about the transfer in writing, without delay. Should a stock option owner cease to be employed by or in the service of the Group, for any reason other than the death or the statutory retirement of a stock option owner, such person shall, without delay, forfeit to the Company or its order, free of charge, such stock options for which the share subscription period specified in Section II.2 has not begun, on the last day of such person's 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. Should the stock options be transferred to the book-entry securities system, the Company shall have the right to request and get transferred all forfeited stock options from the stock option owner's book-entry account to the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company shall be entitled to register transfer restrictions and other respective restrictions concerning the stock options to the stock option owner's book-entry account, without the consent of the stock option owner. II SHARE SUBSCRIPTION TERMS AND CONDITIONS 1. Right to subscribe for Shares Each stock option entitles its owner to subscribe for one (1) share in the Company. As long as the Company's share has a nominal value, the amount of the share subscription price corresponding to the nominal value shall be entered as an increase in the share capital. Otherwise, the share subscription price of a new share and an existing share held by the Company, shall be entered into the invested non-restricted equity fund. 2. Share Subscription and Payment The share subscription period shall be: - for stock option 2007A 1 April 2010-30 April 2012 - for stock option 2007B 1 April 2011-30 April 2013 - for stock option 2007C 1 April 2012-30 April 2014. Share subscriptions shall take place at the head office of the Company or possibly at another location and in the manner determined later. Upon subscription, payment for the shares subscribed for, shall be made to the bank account appointed by the Company. The Board of Directors shall decide on all measures concerning the share subscription. 3. Share Subscription Price The share subscription price shall be: - for stock option 2007A, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 April-30 April 2007 with an addition of ten (10) per cent - for stock option 2007B, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 April-30 April 2008 with an addition of ten (10) per cent - for stock option 2007C, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 April-30 April 2009 with an addition of ten (10) per cent. If the dividend ex date falls on the period for determination of the share subscription price, such dividend shall be added to the trading prices of the share trading made after the dividend ex date, when calculating the trade volume weighted average quotation of the share. The proceedings shall be similar, if the Company distributes funds from the non-restricted equity fund or distributes share capital to the shareholders. The share subscription price of the stock options may be decreased in certain cases mentioned in Section 7 below. The share subscription price shall, nevertheless, always amount to at least the nominal value of the share. If the share has no nominal value, the share subscription price shall, nevertheless, always amount to at least EUR 0.01. 4. Registration of Shares Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber. 5. Shareholder Rights The dividend rights of the new shares and other shareholder rights shall commence when the shares have been entered in the Trade Register. If existing shares, held by the Company, are given to the subscriber of shares, the subscriber shall be given the right to dividend and other shareholder rights when the shares have been subscribed and paid. 6. Share Issues, Stock Options and other special Rights entitling to Shares before Share Subscription If the Company, before the share subscription, decides on an issue of shares or an issue of new stock options or other special rights entitling to shares, 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 prices or both of these. 7. Rights in Certain Cases If the Company distributes dividends or funds from the non-restricted equity fund, from the share subscription price of the stock options, shall be deducted the amount of the dividend or the amount of the distributable non-restricted equity decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the dividend record date or the record date of the repayment of equity. If the Company reduces its share capital by distributing share capital to the shareholders, from the share subscription price of the stock options, shall be deducted the amount of the distributable share capital decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the record date of the repayment of 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/her share subscription right, within a period of time determined by the Board of Directors. If the Company is deleted from the register, before the share subscription, the stock option owner shall have the same right as, or an equal right to, that of a shareholder. If the Company resolves to merge with another company as a merging company or merge with a company to be formed in a combination merger, or if the Company resolves to be demerged entirely, the stock option owners shall, prior to the merger or demerger, be given the right to subscribe for shares with their stock options, within a period of time determined by the Board of Directors. Alternatively, the Board of Directors can give a stock option owner the right to convert the stock options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board of Directors, or the right to sell stock options prior to the merger or demerger. After such period, no share subscription right shall exist. The same proceeding applies to cross-border mergers or demergers, or if the Company, after having registered itself as an European Company, or otherwise registers a transfer of its domicile from Finland into another member state. The Board of Directors shall decide on the impact of potential partial demerger on the stock options. In the above situations, the stock option owners shall have no right to require that the Company redeem the stock options from them at their market value. Repurchase or redemption of the Company's own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the status of the stock option owner. If the Company, however, resolves to repurchase or redeem its own shares from all shareholders, the stock option owners shall be made an equivalent offer. If a redemption right and obligation to all of the Company's shares, as referred to in Chapter 18 Section 1 of the Finnish Companies Act, arises to any of the shareholders, before the end of the share subscription period, on the basis that a shareholder possesses over 90% of the shares and the votes of the shares of the Company, the stock option owners shall be given a possibility to use their right of share subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or the stock option owners shall have an equal obligation to that of shareholders to transfer their stock options to the redeemer, irrespective of the transfer restriction defined in Section I.5 above. III OTHER MATTERS These terms and conditions shall be governed by Finnish law. 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, as well as on other amendments and specifications to these terms and conditions which are not considered essential. Other matters related to the stock options shall be decided on by the Board of Directors. The Company shall be entitled to withdraw the 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 the instructions given by the Company on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities. The Company can keep stock option owners on register including stock option owners' personal data. The Company can send information on the stock options to the stock option owners by e-mail. These terms and conditions have been made in Finnish and in English. In the case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions shall decide.