TELESTE CORPORATION STOCK EXCHANGE RELEASE 26.3.2008 AT 16:00 TELESTE APPLIES FOR LISTING OF THE STOCK OPTIONS 2004B ON OMX NORDIC EXCHANGE HELSINKI Teleste Corporation applies for listing of the stock options 2004B on the Helsinki Stock Exchange so that the listing commences around 1 of April 2008. The total number of stock options 2004B is 300,000. Each stock option entitles its holder to subscribe for one Teleste Corporation share. In the aggregate, the stock options 2004B entitle their holders to subscribe for 300,000 shares. The present share subscription price with stock options 2004B is EUR 6.11/share. The dividends payable annually shall be deducted from the share subscription price. The share subscription period for stock options 2004B commenced on 1 April 2008 and will end on 30 April 2010. TELESTE CORPORATION Jukka Rinnevaara CEO FURTHER INFORMATION: Ms Erja Saarikoski, CFO, tel +358 2 260 5685 DISTRIBUTION: OMX Nordic Exchange Helsinki Oy Media www.teleste.com Encl: Terms and Conditions of the Stock Options 2004 TELESTE CORPORATION 2004 STOCK OPTIONS The Annual General Meeting of Shareholders of Teleste Corporation (Teleste or the Company) has on 16 March 2004, in accordance with the proposal by the Board of Directors of Teleste (Board of Directors) on 13 February 2004, resolved to issue stock options to the key personnel of Teleste Corporation and its subsidiaries (the Teleste Group) and to a wholly owned subsidiary of Teleste on the following terms and conditions: I STOCK OPTION TERMS AND CONDITIONS 1. Number of Stock Options The total number of stock options issued shall be 600,000, which entitle to subscribe for a total of 600,000 shares in Teleste. 2. Stock Options Of the stock options 150,000 shall be marked with the symbol 2004A1, 150,000 shall be marked with the symbol 2004A2, 150,000 shall be marked with the symbol 2004B1 and 150,000 shall be marked with the symbol 2004B2. The persons, to whom stock options shall be distributed, shall be notified in writing by Teleste about the offer of stock options. The stock options shall be distributed to the recipient when he or she has accepted the offer of Teleste. Stock option certificates shall, upon request, be delivered to the stock option owner at the start 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 key personnel of the Teleste Group and to Suomen Yhteisantennit Oy (Suomen Yhteisantennit), a wholly owned subsidiary of Teleste. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the stock options are intended to form a part of the Teleste Group's incentive and commitment program for the key personnel. 4. Distribution of Stock Options The Board of Directors shall decide on the distribution of stock options. Suomen Yhteisantennit shall be granted stock options to such extent that the stock options are not distributed to the key personnel of the Teleste Group. The Board of Directors of Teleste shall later on decide upon the further distribution of the stock options granted to the subsidiary, to the members of the personnel employed by or to be recruited by the Teleste Group. Upon issue, all stock options 2004B1 and 2004B2 and those stock options 2004A1 and 2004A2 that are not distributed to the key personnel, shall be granted to Suomen Yhteisantennit. Suomen Yhteisantennit may distribute stock options 2004A1, 2004A2, 2004B1 and 2004B2 to the persons employed by or to be recruited by the Teleste Group by the resolution of the Board of Directors of Teleste. 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 Group before 1 April 2008, for any other reason than the death of the employee, or the statutory retirement of the employee in compliance with the employment contract, or the retirement of the employee otherwise determined by the Company, such person shall without delay offer to Teleste 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 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, which are under offering obligation. Regardless of whether the stock option owner has offered his/her stock options to Teleste or not, Teleste 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, Teleste has the right, whether or not the stock options have been offered to Teleste, to request and get transferred all the stock options, for which the share subscription period had not begun, from the stock option owner's book-entry account to the book-entry account appointed by Teleste without the consent of the stock option owner. In addition, Teleste is entitled to register transfer restrictions and other 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 New Shares Each stock option entitles its owner to subscribe for one (1) share in Teleste. The nominal value of each share is EUR 0.40. As a result of the subscriptions the share capital of Teleste may be increased by a maximum of EUR 240,000 and the number of shares by a maximum of 600,000 new shares. Suomen Yhteisantennit, as a subsidiary of Teleste, shall not be entitled to subscribe shares in Teleste on the basis of the stock options. 2. Share Subscription and Payment The share subscription period shall be: - for stock options 2004A1 and 2004A2 1 April 2007 - 30 April 2009 and - for stock options 2004B1 and 2004B2 1 April 2008 - 30 April 2010. The share subscription period for stock options 2004A2 and 2004B2 shall, however, not commence, unless certain performance criteria, predetermined by the Board of Directors and based on the financial targets of the Teleste Group, have been attained. The performance criteria shall be defined by the Board of Directors before the distributions of the stock option lots 2004A2 and 2004B2. The share subscription shall take place at the head office of Teleste 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 Teleste, 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 subscriber's book-entry account. Payment for shares subscribed shall be effected upon subscription to the bank account appointed by Teleste. Teleste shall decide on all measures concerning the share subscription. 3. Share Subscription Price The share subscription price shall be: - for stock options 2004A1 and 2004A2 the trade volume weighted average quotation of the Teleste share on the Helsinki Exchanges between 1 April and 30 April 2004 and - for stock options 2004B1 and 2004B2 the trade volume weighted average quotation of the Teleste share on the Helsinki Exchanges between 1 April and 30 April 2005. From the share subscription price of stock options shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the share subscription price but before share subscription. The share subscription price shall nevertheless always amount to at least the nominal value of the 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 Teleste, 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 Teleste, 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 Teleste 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 Teleste 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 Teleste resolves to merge in another company as Teleste being acquired or in a company to be formed in a combination merger, or if Teleste 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 Teleste redeems the stock options from him/her for market value. If Teleste, 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 Teleste's own shares does not require Teleste 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% of the shares of Teleste 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, or a situation, as referred to in Section 12 of the Articles of Association, arise, 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 nominal value of the share is changed while the share capital remains unchanged, the share subscription terms and conditions of the stock options shall be amended so that the total nominal value of the shares available for subscription and the total share subscription price remain the same. Converting Teleste 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 Teleste. Teleste is 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 regulations given by Teleste 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. ********************* The Annual General Meeting of Shareholders of Teleste Corporation has on 3 April 2007 agreed to amend the terms and conditions of stock options 2004. The references to the nominal value of the shares were decided to be deleted from the terms and conditions and it was decided that the share subscription price will be recorded under the invested non-restricted equity fund. Consequently, the provision on the maximum increase in share capital was decided to be deleted from the terms and conditions. In addition, a provision according to which the share subscription price must always be at least EUR 0.40 was decided to be added to the terms and conditions. (Sections II.1, II.3 and II.7 in the terms and conditions)
TELESTE APPLIES FOR LISTING OF THE STOCK OPTIONS 2004B ON OMX NORDIC EXCHANGE HELSINKI
| Source: Teleste Oyj