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.