Kemira Oyj has today applied for listing of stock option rights of the 2001 stock option scheme on the main list of the Helsinki Exchanges so that the listing will tentatively commence on
3 May 2004.
The AGM held on 3 April 2001 decided to issue a maximum of 2,850,000 stock options to management of Kemira Oyj and its subsidiaries; 165,000 options will be annulled.
Each stock option entitles its holder to subscribe for one share in Kemira Oyj at a subscription price of EUR 4,23, taking into account the dividend from financial year 2003. The book counter-value of the Kemira share is approximately EUR 1,77. According to the terms and conditions of the option scheme any dividends distributed after 31 December 2003 will be taken in account as a deduction of the subscription price.
The subscription period for the 2001 stock option rights is 2 May 2004 to 31 May 2007
As a result of subscriptions of the 2001 stock options, the number of shares of Kemira may increase by a maximum of 2,685,000 shares and the share capital may increase by a maximum of EUR 4,721,768.
The warrants will be transferred to the book-entry securities system prior to listing. Kemira 2001 options shall be subscribed at Evli Bank plc.
The terms and conditions of the stock option scheme 2001 are appended.
For more information please contact:
Kemira Oyj
Kaj Friman GSM +358 (0)50 62 626
Group Treasurer
Further information on subscription from:
Evli Bank / Operations Tel. + 358 (0)9 4766 9931
or management.options@evli.com
Enclosure Translation: Kemira Oyj share option scheme 2001
Enclosure, translation
KEMIRA OYJ SHARE OPTION SCHEME 2001
Kemira Oyj Board has decided on 9 Fenruary 2001 to propose to the annual general meeting to be held on 3 April 2001 that the meeting should pass a resolution to issue share option rights on following conditions:
I
GRANTING SHARE OPTIONS
1. Total number of share options
Totally 2,850,000 share options are issued which entitle to subscribe 2,850,000 million shares.
2. Subscription right
Subscription rights of share options are given to key employees of Kemira Oyj or its subsidiaries. A maximum of 500,000 share options can be given to any person defined to belong to the so-called inner circle (as in The Company Act 1:4). To the extent that share options are not given to key employees they will be given to the Kemira Oyj subsidiary Spruce Insurance Ltd or any other fully owned subsidiary of Kemira Oyj as decided by the Board. The subsidiary may later transfer option rights within the incentive compensation plans in accordance with the principles decided by the Board. When the share subscription period begins, any share options still held by the subsidiaries of Kemira Oyj will be cancelled.
It is proposed to deviate from shareholders' subscription rights because share options are intended to form part of key employees' incentive system.
3. Subscription of share options
Subscription of share options shall take place during 7 May - 11 May 2001. Subscription shall take place at Kemira House in Helsinki. Share options will be granted for free.
4. Share option certificates
The Board of Kemira Oyj may decide that separate written share option certificates will be prepared and delivered.
5. Acceptance of share option conditions
Kemira Oyj Board decides on granting share options. The company will give those entitled to share options a written notice on granting share options. This notice must be returned to the company with confirmation of accepting the conditions related to the share options.
The company will keep in its possession the share option rights and possible issued share option certificates until the beginning of the subscription period.
The share options will be registered in the book-entry system before the beginning of the subscription period unless the Board decides otherwise.
II
CONDITIONS FOR SUBSCRIPTION RIGHTS
1. Right to subscribe new shares
Each share option subscription right entitles to one (1) Kemira Oyj share. The number of shares of Kemira Oyj may increase by maximum of 2,850,000 shares with a corresponding increase in the share capital if the share option subscription rights are fully utilized.
2. Subscription and payment of the shares
Subscription period will be 2 May 2004 - 31 May 2007.
Two conditions must be fulfilled as a condition for subscription rights:
1. Three year cumulative result per share (after financing items and before tax & extraordinary items) for the period 2001- 2003 must be 5 % better than for the period 2001 - 2003 ie. 2.48 EUR.
2. Share price must beat the comparison index consisting of 12 sub-indexes of Helsinki Stock Exchange (Banking and telecommunication indexes excluded = " Industrial HEX") as described under clause II.3.2 in detail.
If both the conditions for the beginning of the subscription rights are not met the share option rights will become null and void.
Subscription shall take place at Kemira House in Helsinki and possibly at another place to be announced at a later stage by the company. Options must be delivered to the company against the subscription of shares. The shares must be paid at subscription.
3. Subscription price of the shares
3.1. Subscription price of the share is the volume-weighted average price of Kemira Oyj share during year 2003 decreased by the manner as described under II.3.3. Minimum subscription price is at least volume-weighted average price of Kemira Oyj share during January 2001 deducted by any dividends distributed after 31 January 2001. Minimum subscription price is also at least the "counter value" in the balance sheet of Kemira Oyj.
3.2. Kemira Oyj's share price and the average of the indexes as specified in Annex 1 is compared to each other. Kemira Oyj's volume-weighted average share price during year 2000 is marked with 100 and this price will be compared to comparably calculated share price during year 2003. The difference is calculated by the accuracy of one tenth of a percentage. The arithmetic average of each sub-indexes' arithmetic average at each trading day during year 2000 is marked with 100 and compared to comparably calculated average during year 2003. The difference is calculated by the accuracy of one tenth of a percentage. The Board has to present in its annual report this comparison calculation.
3.3. The subscription price will be deducted by twice the percentage by which Kemira's share price beats the reference index ("Industrial HEX"). Any dividends distributed after 31 December 2003 will be taken in account as a deduction of the subscription price.
3.4. If company assets are distributed to shareholders according to Finnish Companies Act 12:1 ยง in another manner than dividends the subscription price shall be decreased as if in a case of dividends.
4. Registration of new shares
Duly subscribed and fully paid shares will be registered on the subscriber's book-entry account.
5. Right to transfer and duty to offer share options
5.1. Share options cannot be transferred before the beginning of the subscription period. The company has the right to deviate from this rule e.g. in case of death of a share option holder. Approval for such a transfer will be given by the Board of Kemira Oyj.
5.2. In case share option holder's employment to the company is ending for another reason than retirement or death before 30 December 2003, the company has the right to transfer the share option rights without any remuneration to any of its fully owned subsidiaries. Kemira Oyj will inform in writing of using its right to transfer the share options. Kemira Oyj Board can decide that the subscriber may keep fully or in part share options subject to compulsory transfer. When considering such a case the Board may take into consideration the length of the employment of the person in question, his/hers input into the result of the company and other facts affecting the reasonableness of the decision. Share options subject to compulsory transfer will be transferred to a fully owned subsidiary designated by the Board, and the share options may be used as stipulated in art. I.2.
6. Rights based to share ownership
Right to dividends and other shareholder rights will start when the increase of the share capital has been registered in the trade register. The share will entitle to profit and other assets latest within one year of the subscription or the payment, regardless whether the share has been registered in trade register or not.
7. Special cases
7.1. If the company prior to the subscription of shares increases its share capital by issuing new shares, issues new convertible bonds or share options the share option holders have same or comparable rights than the shareholders. Equal treatment will be implemented in a way the Board decides, by changing the amounts of the shares that can be subscribed and/or by changing the subscription prices.
7.2. If the company prior to the subscription of shares increases its share capital by issuing new shares without any contribution, the share option holders' subscription rights will be increased so that the relative share of the share options in respect to the total amount of shares will remain the same.
7.3. If prior to the subscription of shares the number of shares is changed so that the share capital stays unchanged, the conditions to subscribe shares will be changed so that the relative share of the share options in respect to the total amount of shares will remain the same.
7.4. If prior to the subscription of shares the company decides to reduce its share capital, the conditions to subscribe shares will be changed respectively in a manner defined in detail by the Board.
7.5. If prior to the subscription of shares the company is put in liquidation, the share option holder is reserved the right to use his/hers right to subscribe shares during a period decided by the Board before the liquidation procedure.
7.6. In case of merger or diffusion, the share option holder will be given an opportunity to subscribe the shares during a period decided by the Board before the merger or diffusion. After that period no share option right will prevail.
7.7. If the company makes an offer to buy its own shares for more than 5 % of outstanding share capital or voting rights before the subscription period, then the share option holders must be offered an equal right to sell their share options to the company. In other cases when the company is buying its own shares, it does not effect to the conditions of share options.
7.8. If a shareholder must or may use its redemption rights to other shareholders' shares, as the case may be according to the Companies Act, the share option holders must be treated equally to the shareholders.
7.9. If one shareholder's or a group of shareholders' (as defined in the Finnish securities Act clause 2:9) share after granting the option rights exceeds 1/3 of the total amount of shares, the share option holders have the right to sell to Kemira Oyj all their share options or a part of them. Right to sell must be notified within a month of the date of publishing the fact that shareholding has exceeded the limit of 1/3. Kemira Oyj is obliged to buy the share options offered to it at a price the share options had according to the conditions known at that time, or at a higher price as offered by a shareholder or a group of shareholders as defined above, minus the subscription price.
7.10. Change of the company from a public limited company to a non-public limited company does not make any change to share option conditions.
7.11. If share option holders rights cannot be secured other than making a comparison between Kemira Oyj's share price and the average of the indexes as specified in Annex 1, then the last 12 month period will be used instead of year 2003.
8. Applicable law and arbitration
These conditions shall be governed by the Finnish law.
Possible disputes shall be settled in arbitration according to the rules of the Arbitration Institute of the Central Chamber of Commerce of Finland.
9. Other
The Board of the Company may decide on necessary changes of technical nature to these conditions and other matters related to the option rights. The documents related to the share options are can be seen at Kemira House in Helsinki.
The rights related to these share options do not incur any pension rights.
In case of discrepancy between Finnish and English version of these conditions, the Finnish conditions shall apply.
ANNEX 1: - HEX - Transport
- HEX - Trade
- HEX - Other Services
- HEX - Metal & Engineering
- HEX - Forest Industry
- HEX - Multi-business
- HEX - Energy
- HEX - Food Industry
- HEX - Construction
- HEX - Chemicals
- HEX - Other Industries