ESPOO, Finland, April 30, 2002 (PRIMEZONE) -- Share warrants attached to the TietoEnator Bonds with Warrants issued in 1999 will be traded on the Main List of Helsinki Exchanges and on the list of Convertible Loans and Subscription Options of Stockholmsborsen as of May 2, 2002.
In 1999 TietoEnator Corporation offered two similar Bond Loans with Warrants (1999/I and 1999/II) to its personnel. Bonds with Warrants 1999/I was offered for subscription to the employees of the former Tieto Corporation Oyj and Bonds with Warrants 1999/II to the employees of the former Enator AB (publ). The Bond Loan 1999/I was subscribed by 3.373 and the Bond Loan 1999/II by 2.636 employees.
There is a maximum of 2,800,000 share warrants attached to the Bond Loans. Each share warrant will entitle its holder to subscribe for one (1) TietoEnator share. The subscription price of the share is EUR 36.30. The shares can be subscribed during the period from 2 May, 2002 to 31 May, 2005.
The share subscription place is PCA Corporate Finance Oy, Etelaranta 12, 00130 Helsinki, Finland, tel. +358 9 6133 4400, Internet address www.merkinta.pca.fi, for share warrants booked in the Finnish securities systems. For share warrants booked in the Swedish securities system the share subscription place is Svenska Handelsbanken AB (publ), SE 106 70 Stockholm, Sweden.
The terms and conditions of the share warrants 1999 are enclosed.
I. Main terms and conditions of TietoEnator share warrants 1999
This is an unofficial translation of the Finnish original. In the event of any difference between the versions, the Finnish original shall prevail.
The General Meeting of shareholders of TietoEnator Corporation (former Tieto Corporation Oyj, hereinafter "TietoEnator" or "Company") on March 11, 1999 and May 12, 1999 decided upon two bond loans with share warrants. Identical share warrants were connected to both bond loans.
Following the issue of the share warrants, several decisions by the General Meeting and Board of Directors have impacted the face of the terms and conditions without changing their content.
Pursuant to section III paragraph 1 of the terms and conditions of the Bonds with Warrants 1999/II, Board of Directors has decided on separate sub plan for the share warrants 1999 booked in the Swedish securities system (Swedish sub plan).
In order to update the form of the terms and conditions in accordance with the above circumstances the Board of Directors declares by virtue of paragraph 10 of the terms and conditions that the current terms and conditions for the share warrants 1999 now read as follows:
Terms and conditions for the subscription of shares
1. Right to subscribe for new shares Each share warrant entitles the holder thereof to subscribe for one (1) share of TietoEnator with a counter value of 1 EUR. The share capital of TietoEnator may increase as a consequence of the subscriptions by a maximum of 2,800,000 new shares, i.e. by EUR 2,800,000.
2. Subscription for shares and payment The shares are available for subscription during the period starting from May 2, 2002 to May 31, 2005. The Board of Directors of TietoEnator may, at their discretion, decide to suspend the subscription for a specified period.
Subscription for the shares will be made at the Head Office of TietoEnator or at some other location as advised by the Company. The shares must be paid for upon subscription. (Share subscription places are PCA Corporate Finance Oy and Svenska Handelsbanken AB (publ)) (See paragraph 3 of the Swedish sub plan)
3. Subscription price of the shares
The subscription price of a share is EUR 36.30. (The average share price quoted during the period from April1, 1999 to April 30, 1999. The average quotation price was established on the basis of trades of the share made on the Helsinki Exchanges during said period, calculated as a fraction of the monetary value and the number of shares traded, rounded to the nearest 10 cents).
4. Book-entry account entries and other procedures
The Board of Directors of TietoEnator shall decide on technical matters such as the material form of the bond loan and share warrants, the procedure forsubscribing for the bonds and shares and the form of repayment of the bond loan and interest.
The used share warrants will be removed from the loan holder's book-entry account at the same time as the newly subscribed and paid for shares are registered into the account. (Applicable in the Finnish securities system)
(In the Swedish securities system when an application to subscribe for shares has been presented the used share warrants will be transferred from the holder's existing securities account to a blocked securities account in the holder's name. The shares subscribed and fully paid for will be registered in the Company's record register and transferred to the subscribers' respective securities account after the increase in the share capital has been entered in the Finnish Trade Register. At the same time as the shares subscribed and fully paid for are registered into the holder's existing securities account, the used share warrants will be removed from the blocked securities account.) (See paragraphs 2 and 5 of the Swedish sub plan)
5. Prohibition to transfer and obligation to make an offer
(This paragraph of the terms and conditions will not be applied tothe share warrants commencing May 2, 2002).
6. Shareholder rights
The shares subscribed for on the basis of the share warrants, entitle their holders to the dividend paid for the financial period during which the shares were subscribed for. Other shareholder rights shall commence upon being entered in the Trade Register of the increase in the share capital.
7. Issue of shares, convertible bonds and share warrants prior to the share subscription
Should the Company, prior to subscription for the shares, increase its share capital through a rights issue or should the Company issue new convertible bonds or share warrants byretaining the pre-emptive rights of the shareholders, the holders ofthe share warrants shall have the same or equal rights as the shareholders. Equality shall be maintained in the manner decided by the Board of Directors by changing the number of shares to be subscribed for, the subscription prices or both.
Should the Company, prior to subscription for the shares, increase its share capital through a bonus issue, the subscription ratio shall be changed such that the proportion of shares to be subscribed for under the share warrants obtainable from the share capital shall remain unchanged. In the event that the number of shares to be subscribed for under a share warrant would become a fraction, the fraction shall be taken into account by reducing the subscription price. (See paragraphs 2 and 4 of the Swedish sub plan)
8. Rights of the holder of the bond loan and share warrants in special circumstances
Should the Company, prior to the subscription for the shares, reduce its share capital other than for the purposes setforth in Chapter 6, Section 1, Paragraph 1, Subparagraphs 1, 4 or 5, of the Companies Act, the subscription right of the holder of the share warrants shall be changed accordingly in the manner set out in the resolution regarding the reduction in the share capital. A reduction in the share capital for the purpose referred to inChapter 6, Section 1, Paragraph 1, Subparagraphs 1, 4 or 5, of the Companies Act, does not affect the subscription rights held by the share warrants.
Should the Company prior to the expiry of the subscription period for the share warrant acquire its own shares in the same proportion to the existing shareholdings, the holders of the share warrants shall have the same or equivalent rights as the shareholders. Equality shall be maintained in a manner that is at the Board of Directors' discretion, either by changing the number or subscription price of the shares to be subscribed for under the share warrants, or both, or alternatively by allowing the holder of the share warrants to exercise the right to subscribe prior to the acquisition, during a period to be determined by the Board of Directors. In the event that the Company acquires its own shares, this shall not have an effect on the subscription rights conferred by the share warrants, unless they are acquired in the same proportion as the existing shareholdings.
Should the Company be voluntarily wound up during the maturity period of the bond loan, the bond loan shall fall due for repayment ninety (90) days after the winding up has been entered in the Trade Register.
Should a shareholder's holding reach or exceed 33 1/3 per cent or 50 per cent of the Company's shares or of the aggregate voting rights in the Company as set out in the Articles of Association of the Company, thus creating an obligation to redeem the other outstanding shares, the holders of the share warrants shall be given an opportunity to exercise their subscription rights during a period to be determined by the Board of Directors; matter referred to in Article 16 of the Articles of Association of the Company.
Should the event referred to in Chapter 14, Section 19, of the Companies Act arise whereby a shareholder holds more than 90 per cent of the shares in the Company as well as the voting rights, thus creating a right and obligation to redeem the outstanding shares, the holders of the share warrants will be given an opportunity to exercise their subscription rights during a period to be determined by the Board of Directors.
Should the Company prior to the subscription period expiring under the share warrants change from a public limited company into private limited company, the holders of the share warrants will be given an opportunity to exercise their rights, during a period to be determined by the Board of Directors.
In the event of the Company merging with another company in whatever form or demerging, the Board of Directors shall determine whether to give the holders of the share warrants the opportunity to subscribe for the shares prior to the merger or demerger during a period at the Board's discretion, after which the right to subscribe will become void. Alternatively the Board of Directors may decide that the holders of the share warrants are entitled to subscribe for an issue of similar bond loans with the same terms and entitlements as shareholders who have been given shares in the company with which the Company has merged, merged with to form a new company, or demerged, insofar as this has been agreed in the merger or demerger plan.
Should the number of the shares be changed so that the share capital shall remain unchanged, the subscription terms and conditions shall be amended so that the aggregate proportion of the shares to be subscribed for relative to all the shares in the Company and their aggregate subscription price will remain unchanged. (See paragraph 2 of the Swedish sub plan)
9. Settlement of disputes
Any disputes related to this bond loan with share warrants shall be resolved through arbitration in accordance with the Rules of Arbitration of the Central Chamber of Commerce of Finland.
10. Miscellaneous
The Board of Directors of the Company shall decide on other aspects related to the bond loan, share warrants and subscription for shares. The documents related to the bond loan and share warrants shall be available for inspection at the head offices of the Company in Espoo.
II Swedish sub plan - Terms and Conditions for TietoEnator share warrants 1999 in the Swedish securities system
This is an unofficial translation of the Swedish original. In the event of any difference between the versions, the Swedish original shall prevail.
1. Definitions
All references to the following designations in these terms and conditions shall have the meaning presented below:
"share warrants" Share warrants related to the employee Bond Loanwith Warrants-incentive schemes issued by TietoEnator Corporation in1999; "Bank" Svenska Handelsbanken AB (publ); "Company" TietoEnator Corporation; "VPC" VPC AB (Swedish Securities Register Center).
2. Account-operating institute, registration, etc.
The share warrants shall be registered by VPC in a record register as prescribed in the Financial Instruments Accounting Act (1998:1479), in consequence whereof no securities certificates will be issued.
The share warrants are registered for the account of the holder in an account in the Company's record register. Registrations of share warrants resulting from measures pursuant to terms and conditions of share warrants, section II paragraphs 4, 7 and 8 shall be undertaken by the Bank. Other registration measures concerning the account may be taken by the Bank or another account-operating institute.
3. Subscription for shares and payment When applying for subscription of shares, an application form duly filled out as prescribed shall, for purposes of registrations, be presented to the Bank, or to another account-operating institute for forwarding to the Bank.
The subscription application is binding and may not be withdrawn by the subscriber.
Upon application to subscribe, payment shall be made in funds for the number of shares specified in the application to subscribe.
4. Special undertakings by the Company The Company undertakes to inform the Bank in adequate time prior to undertaking any such measures asare described in terms and conditions of share warrants section II paragraph 7.
5. Trustees
Share warrants which are nominee registered according to the Financial Instruments Accounting Act (1998:1479) shall be considered held by the nominee in applying these terms and conditions.
6. Notices
Notices pertaining to the share warrants shall be provided to each registered holder of share warrants and other entitled holders registered in the Company's record register in VPC.
7. Change in terms and conditions
The Bank is entitled to act on behalf of the holders of share warrants in concluding agreements with the Company on changes in these terms and conditions insofar as such changes are required by legislation, court decisions or decisions of public authorities, or if, in the opinion of the Bank, such action is otherwise appropriate or necessary for practical reasons and the holders' rights are in no material respect adversely affected.
8. Confidentiality
Neither the Company, the Bank nor VPC may unauthorized provide information on holders of share warrants to third parties.
The Company is entitled to receive the following details from VPC regarding the holders' accounts in the Company's control register.
the holder's name, address, personal identification number, or other identification number, and postal address, the number of share warrants.
9. Limitation of the Bank's and VPC's liability With respect to the actions incumbent on the Bank and VPC - in the case of VPC, subject to the provisions of the Swedish Financial Instruments Accounting Act - the Bank and VPC cannot be held liable for loss due to Swedish or foreign legal decrees, Swedish or foreign action by public authorities, acts of war, strikes, blockades, boycotts, lockouts or other similar causes. The reservations with respect to strikes, blockades, boycotts and lockouts apply even if the Bank or VPC themselves undertake, or are the objects of, such actions.
Neither the Bank nor VPC is under obligation to provide compensation for loss arising in other situations, if the Bank and VPC has exercised normal prudence. In no case is the Bank liable for indirect damages.
If the Bank or VPC is hindered from taking action by circumstances such as those described in the first paragraph, the action may be deferred until the hindrance has ceased to exist.
With almost 12,000 employees and annual net sales of EUR 1.1 billion, TietoEnator is a leading supplier of high value-added IT services in Europe. TietoEnator specialises in consulting, building and hosting its customers' business operations in the digital economy. The Group's services are based on a combination of deep industry-specific expertise and latest information technology. www.tietoenator.com
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