STOCKHOLM, Sweden, March 14, 2002 (PRIMEZONE) -- A new stock option (warrants) programme comprising management and employees in Nordea will be proposed by the Board of Directors at the Annual General Meeting on 24 April 2002.
The aim of the programme is to strengthen the focus on shareholder value creation, and to harmonise the Group's annual profit-sharing systems for employees.
The new programme will successively replace the existing profit-sharing programmes for employees in Nordea's Nordic operations. For 2002, half of the allocation in the previous profit-sharing programmes for employees will be replaced and the previous management programme will be discontinued for managers included in the new programme.
The number of warrants to be granted before end of first quarter 2003 for each employee in the new programme relates to Nordea's Return on Equity in 2002. The maximum number of warrants for each employee is 400, assuming a return on equity of more than 18.04 percent (a risk free interest of 4.54 percent and a mark up of 13.5 percent).
The employees' warrants have a subscription price of the volume-weighted average share price in the first 3 months of 2003, subtracted with the annual dividend. The warrants can be sold or exercised immediately after being granted and at the latest before end of April 2008. Each warrant entitles the holder to subscribe for one Nordea share.
For management the programme comprises approximately 330 persons and will be divided into two series and have a subscription price of the volume-weighted average share price multiplied by 1.25 in the first 3 months in year 2002 and 2003, respectively, subtracted with the annual dividend. The management cannot sell/exercise the warrants within the first 2 years after granting, and the warrants must be sold or exercised at the latest before end of April 2007 and 2008, respectively.
Granting of the first series of warrants to management will take place after the Annual General Meeting 2002. Granting of the second series will take place during the first quarter 2003. Persons participating in the new programme must leave the present synthetic share programme for management that was launched in year 2000.
The total maximum number of warrants that can be granted, is limited upwards to 39,240,000 of which 59.2 percent may be allotted to management and 40.8 percent to the employees. If all warrants are exercised the total dilution is approximately 1.3 percent (0.38 percent per year for managers and 0.54 percent for employees).
The total costs of the whole programme are calculated to a maximum of EUR 33m excluding interest income on new share capital issued. The costs are primarily related to social costs. The replacement of half of the existing profit sharing programmes will cut costs up to a maximum of EUR 40m in year 2002.
It is the intention of the Board of Directors to annually propose to the Annual General Meeting to issue and grant warrants within the suggested framework of the new programme.
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