Listing of Affecto's 2013 option rights

Helsinki, 2015-04-24 13:00 CEST (GLOBE NEWSWIRE) -- AFFECTO PLC -- STOCK EXCHANGE RELEASE -- 24 APRIL 2015 at 14.00

Listing of Affecto's 2013 option rights

The subscription period of Affecto Plc's option rights 2013 begins on 10 May 2015. Affecto has applied to have the options listed at Nasdaq OMX Helsinki approximately as of 11 May 2015.

Affecto's option program 2013 is a long-term incentive plan for key employees. The amount of 2013 options is 400 000, of which 206 500 are held by 23 key employees and the remaining options are held by Affecto Securities Oy, a subsidiary wholly owned by Affecto Plc.

The subscription ratio is 1:1 so that each option can be used to subscribe one Affecto Plc share.

The share subscription period for 2013 options is 10 May 2015 - 31 May 2016.

The share subscription price for 2013 options is the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 30 April - 7 May 2013. From the share subscription price of the stock options shall, as per the record date for dividend or other distribution of funds, be deducted the amount of the dividend or distributable non-restricted equity 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 EUR 0.01.

On 10 May 2015 the subscription price is 3.45 EUR/share.

According to the terms and conditions of the stock options, the company can elect to issue new shares or to convey existing treasury shares held by the company to the subscriber.

When treasury shares are used, the subscribed shares will be delivered to the subscriber on the seventh banking day following the end of share subscription window, at the latest. Right to dividend and other shareholder rights shall commence when the subscribed shares have been registered to the subscriber’s book-entry account.

When new shares are used, the new shares subscribed with options shall be applied for listing as additional lots of the old Affecto Oyj shares at Nasdaq OMX Helsinki after the new shares have been entered to the Trade register.

Affecto has decided that Evli Bank Plc, Aleksanterinkatu 19 A, 00100 Helsinki, Finland shall act as the subscription place.

The full terms and conditions of the stock options 2013 are included as an appendix. The terms and conditions of Affecto stock options 2013 as well as the listing schedule for the shares subscribed with the options are available on internet:

http://www.affecto.com/Investors/Shares-and-options/Option-programs
or
https://www.evli.com/net/FI/en/private-clients/incentive-programs/incentive-programs

Affecto Plc
Hannu Nyman
SVP, M&A, IR

www.affecto.com

Additional information:
Hannu Nyman, Tel. +358 205 777 761

APPENDIX: Terms and conditions of the stock options 2013

AFFECTO PLC STOCK OPTIONS 2013

1
STOCK OPTION TERMS AND CONDITIONS

1.1
Number of Stock Options

The maximum total number of stock options issued shall be 400,000, and they entitle their owners to subscribe for a maximum total of 400,000 shares in the Company (share).

1.2
Stock Options

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 or she has accepted the offer of the Board of Directors. 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.

1.3
Right to Stock Options

The stock options shall be issued to the key personnel of the Group and to Affecto Securities Oy (Subsidiary), a wholly owned subsidiary of the Company. The stock options shall be issued gratuitously or for consideration determined by the Board of Directors. If the stock options are issued for consideration, the Board of Directors will determine the consideration, which can be at the most 50 per cent of the current value of the stock options, as well as the subscription period and period of payment of the stock options.  There is a weighty financial reason for the Company for granting stock options since the stock options are intended to form part of the Group's incentive and commitment program for the key personnel.

1.4
Distribution of Stock Options

The Board of Directors shall decide upon the distribution of the stock options. The Subsidiary shall be granted stock options to the extent that the stock options are not distributed to the key personnel of the Group.

The Board of Directors shall later decide upon the further distribution of the stock options granted or returned later to the Subsidiary, to the key personnel employed by or to be recruited by the Group.

Upon issue, all stock options shall be granted to the Subsidiary. The stock options shall be distributed to the key personnel employed by or to be recruited by the Group by the resolution of the Board of Directors at the later date.

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 recipient shall have no right to receive compensation on any grounds, on the basis of stock options, during employment or service or thereafter. Stock option recipient shall be liable for all taxes and tax related consequences arising from receiving or exercising stock options.

1.5
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 Board of Directors may, however, permit the transfer of a stock option also before such date. 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 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.

Should a stock option owner cease to be employed by or in the service of the Group, for any reason than the death of a stock option owner or the statutory retirement of a stock option owner, such person shall, without delay, offer to the Company or its order, free of charge, the stock options for which the share subscription period specified in Section 2.2 has not begun, on the last day of such person's employment or service. Should the rights and obligations arising from the stock option owner's employment or service be transferred to a new owner or holder, upon the employer's transfer of business, the proceedings shall be similar. 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 the offering obligation.

Regardless of whether the stock option owner has offered his/her stock options to the Company or its order 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 or its order, to request and get transferred all the stock options under the offering obligation 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 is 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.

A stock option owner shall, during his or her employment, service or thereafter, have no right to receive compensation on any grounds for stock options that have been forfeited in accordance with these terms and conditions.

2
SHARE SUBSCRIPTION TERMS AND CONDITIONS

2.1
Right to subscribe for Shares

Each stock option entitles its owner to subscribe for one (1) new share in the Company or an existing share held by the Company. As a result of the share subscriptions, the number of shares of the Company may be increased by a maximum total of 400,000 new shares. The share subscription price shall be recognised in the invested non-restricted equity fund.

The Subsidiary shall not be entitled to subscribe for shares on the basis of the stock options.

2.2
Share Subscription and Payment

The share subscription period shall be 10 May 2015 - 31 May 2016.

Should the last day of the share subscription period not be a banking day, the share subscription may be made on a banking day following the last share subscription day.

Share subscriptions shall take place at the head office of the Company or possibly at another location to be determined later. The subscriber shall transfer the respective stock option certificates with which he/she subscribes for shares, or, in the case of the stock options having been transferred to the book-entry securities system, the stock options with which shares have been subscribed for shall be deleted from the subscriber's book-entry account. 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.

2.3
Share Subscription Price

The share subscription price shall be the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd during 30 April - 7 May 2013.

From the share subscription price of the stock options shall, as per the record date for dividend or other distribution of funds, be deducted the amount of the dividend or distributable non-restricted equity 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 EUR 0.01.

2.4
Registration of Shares

Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.

2.5
Shareholder Rights

The dividend rights of the shares and other shareholder rights shall commence when the shares have been entered into the Trade Register.

Should existing shares, held by the Company, be given to the subscriber of shares, the subscriber shall be given the right to dividend and other shareholder rights after the shares having been registered on his or her book-entry account.

2.6
Share Issues, Stock Options and Other Special Rights before Share Subscription

Should the Company, prior to share subscription, decide to issue new shares, stock options or other special rights entitling to shares, so that the shareholders have pre-emptive right to subscription, a stock option owner shall have the same or equal rights with 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.

2.7
Rights in Certain Cases

If the Company reduces its share capital by distributing share capital to the shareholders, from the subscription price of a stock option is deducted the amount of distributable share capital decided after the beginning of the period for the determination of the subscription price but before the subscription, as at the record date of 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 subscription right, within a period of time determined by the Board of Directors. If the Company is removed from the register before the share subscription, the stock option holder shall have the same or equal rights with 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 registration of the execution of a merger or a 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 may 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 registration of the execution of a merger or a demerger. After such period, no share subscription right or conversion right shall exist. The same proceeding shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as an European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another member state of the European Economic Area. 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.

If the Company, after the beginning of the share subscription period, resolves to acquire or redeem its own shares by an offer made to all shareholders, the stock option owners shall be made an equivalent offer. In other cases, acquisition or redemption of the Company's own shares or acquisition of stock options or other special rights entitling to shares shall not require the Company to take any action in relation to the stock options.

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 subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or they shall be given an equal possibility to that of shareholders to sell their stock options to the redeemer, irrespective of the transfer restriction defined in Section 1.5 above. A shareholder who possesses over 90% of the shares and votes of the shares of the Company has the right to purchase the stock option owner's stock options at their market value.

3
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 as well as other amendments and specifications to the 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 stock option documentation shall be kept available for inspection at the head office of the Company.

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 regulations given by the Company on the basis of these terms and conditions, or against applicable laws and regulations of the authorities.

The Company may maintain a register of the stock option owners to which the stock option owners' personal data is recorded. The Company may send all announcements regarding 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 prevail.

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         Additional information:
         Hannu Nyman, Tel. +358 205 777 761