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STOCKMANN’S ANNUAL GENERAL MEETING ON MARCH 21, 2006
STOCKMANN plc STOCK EXCHANGE RELEASE March 21, 2006, at 19.30
STOCKMANN’S ANNUAL GENERAL MEETING ON MARCH 21, 2006
Stockmann plc’s Annual General Meeting, which was held in Helsinki on
March 21, 2006, approved the financial statements for the financial year
January 1-December 31, 2005, and granted release from liability to the
responsible officers. The Annual General Meeting passed a resolution to
pay a dividend of EUR 1.10 for the past financial year. The Board of
Directors’ proposals to the Annual General Meeting were approved without
changes. The Annual General Meeting passed a resolution on new Loyal
Customer share options and new share options to key persons of the
Stockmann Group in accordance with the Board’s proposal.
CEO’s review
In his review at Stockmann’s Annual General Meeting in Helsinki on March
21, 2006, CEO Hannu Penttilä observed that last year was again the
Stockmann Group’s best year of earnings, with profit before tax up a
whopping 30 per cent at EUR 102.8 million. The Department Store Division
and Seppälä likewise turned in their best-ever results. Hobby Hall
accomplished a turnaround, moving from a loss in the previous year to post
results clearly in the black. The Group’s aggregate sales were EUR 1 851
million.
The long-term financial targets set by the company’s Board of Directors in
2001, for which the main benchmarks were a return on capital employed at
the Group-level of at least 15 per cent and a 5 per cent operating profit
margin were exceeded handsomely, with a return on capital employed of 19.6
per cent and an operating profit margin of 6.7 per cent. Mr Penttilä said
that the Group had already come surprisingly close to reaching the new
long-term objectives that were set in the summer for the period up to
2010, which are a return on capital employed of 20 per cent and an 8 per
cent operating profit margin. He thus considers it clear that the targets
must be reassessed during the strategy review this spring.
In his review, CEO Penttilä also said that Seppälä and the Department
Store Division’s Bestseller franchising business would expand to new
cities in Russia. In the next few weeks both Seppälä and Bestseller stores
will be opened in Kazan in the Mega Shopping Centre owned by Ikea.
Agreements have also been signed with Ikea on the opening of these stores
in the Mega Shopping Centres to be built in Nizhny Novgorod and
Yekaterinburg before the end of the current year.
The operating profit figures of both the Department Store Division and
Hobby Hall are expected to improve further and Seppälä’s operating profit
to hold steady at the previous year’s record level. The capital gains on
the sale of the vehicle business and the company that was engaged in the
Zara business in Russia will improve the Group’s earnings significantly
this year. The capital gains on the divestment of the vehicle business
will be booked in first quarter earnings and the capital gains from the
Zara transaction will probably be recorded in the second quarter.
Accordingly, the objective is to post consolidated profit before tax this
year that is clearly higher than in 2005. Owing to the divestments of
businesses, the Group’s sales will be lower, at just over EUR 1.6 billion
this year. Stripping out the businesses divested, however, sales will
increase.
Dividend of EUR 1.10 per share
The Annual General Meeting resolved that a dividend of EUR 1.10 per share
is to be paid for the 2005 financial year. The total dividend payout will
amount to EUR 59.5 million. The dividend will be paid on March 31, 2006,
to those shareholders who on the record date for the dividend payout,
March 24, 2006, have been entered in the Shareholder Register kept by
Finnish Central Securities Depository Ltd.
Election of the Board of Directors
The Annual General Meeting resolved, in accordance with the proposal of
the Board’s Appointments and Compensation Committee that seven members be
elected to seats on the Board of Directors and re-elected from among the
Board’s present members Lasse Koivu, managing director, Föreningen
Konstsamfundet r.f.; Erkki Etola, managing director, Oy Etola Ab;
Professor Eva Liljeblom; Kari Niemistö, managing director, Oy Selective
Investor Ab; Christoffer Taxell, LL. M.; Carola Teir-Lehtinen, Senior Vice
President, Fortum Corporation; and Henry Wiklund, managing director,
Svenska litteratursällskapet i Finland r.f., for a term of office up to
the end of the next Annual General Meeting.
In its organization meeting on March 21, 2006, the Board of Directors re-
elected Lasse Koivu chairman and Erkki Etola vice chairman. The Board of
Directors re-elected Lasse Koivu chairman of the Board’s Appointments and
Compensation Committee and Erkki Etola, Eva Liljeblom and Henry Wiklund
were re-elected other members of the Appointments and Compensation
Committee.
Auditors
Re-elected as regular auditors were Wilhelm Holmberg, Authorized Public
Accountant, and Henrik Holmbom, Authorized Public Accountant. KPMG Oy Ab
will continue to act as the deputy auditor.
Issue of share options to Stockmann’s Loyal Customers
The Annual General Meeting approved the Board of Directors’ proposal to
issue share options to Stockmann’s Loyal Customers. In deviation from
shareholders’ pre-emption rights a maximum of 2 500 000 share options will
be issued without consideration to Stockmann’s Loyal Customers (holding a
Loyal Customer card). Shareholders’ pre-emption rights are to be
disapplied because the share options are to be issued in order to offer
Loyal Customers a benefit that rewards them for their purchase loyalty
while simultaneously strengthening Stockmann’s competitive position.
Options will be issued to Loyal Customers whose purchases together with
purchases originating from parallel cards directed to the same account
during the period 1 January 2006 – 31 December 2007 amount to a total of
at least EUR 6 000. For purchases of at least EUR 6 000, the loyal
customers will receive 20 options without consideration. In addition, for
every full EUR 500 by which the purchases exceed EUR 6 000, the Loyal
Customer will receive additional two options. Each share option entitles
its holder to subscribe for one share of the Company’s Series B shares.
The subscription price of the shares will be the trading-volume weighted
average price of the Company’s Series B shares on the Helsinki Stock
Exchange during the period 1 February – 28 February 2006, or EUR 33.35.
The subscription price of a share subscribed for with the share options
will be decreased, at each record date for the dividend payout, by any
dividends declared after 21 March 2006 and before the share subscription.
The subscription periods for the shares will be 2 May 2008 – 31 May 2008,
2 May 2009 – 31 May 2009 and 2 May 2010 – 31 May 2010. The Company’s share
capital may increase by a maximum of EUR 5 000 000 as a result of the
subscriptions.
Issue of share options to key persons of the Stockmann Group
The Annual General Meeting approved the Board of Directors’ proposal to
issue share options to key persons of the Stockmann Group. In deviation
from shareholders’ pre-emption rights, a total of 1 500 000 share options
will be issued to key persons of the management or middle management of
Stockmann and its subsidiaries and to a wholly-owned subsidiary of
Stockmann. Shareholders’ pre-emption rights are to be disapplied because
the share options are part of the incentive and commitment scheme of the
Group and constitute an important element in preserving the Company’s
competitive advantage on the international recruitment markets.
Of the share options, a total of 375 000 will be marked with the symbol
2006A, a total of 375 000 with the symbol 2006B, a total of 375 000 with
the symbol 2006C, and a total of 375 000 with the symbol 2006D. The
subscription period for shares will be 1 March 2008 – 31 March 2010 with
share options 2006A, 1 March 2009 – 31 March 2011 with share options
2006B, 1 March 2010 – 31 March 2012 with share options 2006C and 1 March
2011 – 31 March 2013 with share options 2006D. The subscription period for
share options 2006B and 2006D will, however, not commence if the criteria
tied to the financial targets of the Group and established by the Board of
Directors prior to the distribution of the share options have not been
fulfilled. Share options 2006B and 2006D, for which the criteria
established by the Board of Directors have not been fulfilled, will expire
as determined by the Board of Directors. Each share option entitles its
holder to subscribe for one Stockmann plc Series B share such that as a
result of the subscriptions with the share options, a maximum of 1 500 000
shares may be subscribed for. The subscription price of shares through the
exercise of share options 2006A and 2006B will be the trading-volume
weighted average price of the Company’s Series B shares on the Helsinki
Stock Exchange during the period 1 February – 28 February 2006 increased
by 10 per cent, or EUR 36.69, and for shares subscribed for through the
exercise of share options 2006C and 2006D, the trading-volume weighted
average price of the Company’s Series B shares on the Helsinki Stock
Exchange during the period 1 February – 29 February 2008 increased by 10
per cent. The subscription price of a share subscribed for through the
exercise of the share options will be decreased by any dividends declared
after the commencement of the determination period for the subscription
price and before the share subscription at each record date for the
dividend payout. The share capital of the Company may increase by a
maximum of EUR 3 000 000 as a result of the subscriptions.
Authorization to decide on the conveyance of the company’s own shares
The Annual General Meeting passed a resolution to authorize the Board of
Directors to decide on the conveyance of a maximum of 396 876 of the
company’s own Series B shares (treasury shares) in one or more
instalments. The authorization will be valid for one year.
STOCKMANN plc
Hannu Penttilä
CEO
SUPPLEMENTS
Supplement 1: Terms of share options to the loyal customers of Stockmann
plc 2006
Supplement 2: Stockmann plc share options 2006
DISTRIBUTION
Helsinki Stock Exchange
Principal media
SUPPLEMENT 1
TERMS OF SHARE OPTIONS TO THE LOYAL CUSTOMERS OF STOCKMANN plc 2006
Maximum number of share options
Stockmann plc (hereinafter also referred to as the “Company” or
“Stockmann”) issues without payment to its loyal customers a maximum of 2
500 000 share options.
Each share option entitles its holder to subscribe for one (1) Series B
share in Stockmann plc, with the nominal value of two (2) euros, in
accordance with the share subscription terms set forth below.
Directing of share options
The share options will be issued in deviation from the shareholders’ pre-
emption right to subscription to part of Stockmann’s loyal customers and
to the Company’s subsidiary, Suomen Pääomarahoitus Oy – Finlands
Kapitalfinansiering Ab, in order to be further issued to Stockmann’s loyal
customers in accordance with these terms. It is proposed to deviate from
the shareholders’ pre-emption right to subscription because the issuing of
the share options is intended to offer loyal customers, who frequently do
their shopping in the Company’s stores, a significant benefit, which may
reward the loyal customers for their purchase loyalty whilst at the same
time strengthens the competitive position of Stockmann.
Issuance of share options
Share options are issued to such private persons who wish to receive
options and who are Stockmann’s loyal customers and whose registered
purchases, together with purchases originating from parallel cards
directed to the same account during the time period of 1 January 2006 – 31
December 2007 exceed a total of EUR 6 000 (six thousand). For purchases of
at least EUR 6 000 (six thousand), the loyal customers shall without
payment receive 20 (twenty) options. In addition, for every full EUR 500
(five hundred), with which the purchases, calculated as mentioned above,
exceed EUR 6 000, the loyal customer shall receive additionally two (2)
options.
The Company shall at the latest in February 2008 send each loyal customer
entitled to share options a letter, in which the maximum number of share
options granted to the loyal customer is stated. In addition to the
details of the loyal customer card holder, the letter will include
information on the holders of parallel cards directed to the same account
as on 31 December 2007 and the amount of their purchases affecting the
issuance of share options. The share options will be issued when the
Company has from the loyal customer received a written consent to the
offer for the number of share options to be issued.
The intention is that the subsidiary of the Company mentioned above, will
subscribe for options only if this is called for due to any practical
considerations relating to the registering of the options or any other
factor relating to the implementation of the program. If the subsidiary
has subscribed for options, such options shall be divided between the
loyal customers as set forth above.
Should the total amount of options to be issued based on the purchases
exceed 2 500 000 (two million five hundred thousand), the Board of
Directors of the Company shall have the right to reduce the amount of
options to be issued to the loyal customers in such a way that the total
amount of options to be issued will not exceed 2 500 000 (two million five
hundred thousand). In such a case the amount of options issued to the
loyal customer shall be reduced in proportion to the purchases affecting
the amount of options to be issued, however so that each person entitled
to options will get at least 20 (twenty) options. If this minimum amount
cannot be issued to each loyal customer entitled to options, the Board of
Directors of the Company has the right to change these option subscription
terms and to decide upon any other conditions relating to the issuance of
options in such a case.
To the extent that all options are not issued according to the above, they
will expire on 31 December 2008 unless the Board of Directors of the
Company decides to continue such time period.
Any options held by the Company’s subsidiary do not entitle to
subscription for shares.
Transfer of options
The options are personal and can be transferred only based on matrimonial
right to property, inheritance or a will. The right to options cannot be
transferred before the options have been issued to the loyal customer. The
loyal customer may, however, transfer his/her right to options, either
wholly or partially, to a holder of a parallel card on 31 December 2007
directed to the same account. The right to options can only be transferred
so that each recipient will receive a minimum of 20 (twenty) options,
except when the amount of options issued to the loyal customer is smaller
than this.
Option Register
When the Company issues the options, it will establish a register
(hereinafter referred to as the “Option Register”), which includes the
following details of the person entitled to the options: name, personal
identification number, address and amount of options. The right to
subscribe for shares is determined based on the Option Register. A person
entitled to options has upon request a right to receive from the Company a
certificate indicating the right to participate in the subscription issue
and its conditions.
TERMS OF SUBSCRIPTION OF SHARES
Subscription of shares based on the share options
The number of shares subscribed for based on the share options may amount
to a maximum of 2 500 000 new Series B shares in Stockmann plc of a
nominal value of two (2) euros. The share capital of the Company may
increase by a maximum of EUR 5 000 000 (five million) and the number of
Series B shares with a maximum of 2 500 000 (two million five hundred
thousand) as a result of the subscriptions.
Share subscription right and the minimum and maximum amount of the
subscription
The right to subscribe for shares is granted to a loyal customer or a
holder of a parallel card, to whom options have been issued as described
above or to whom the right to options has been transferred based on
matrimonial right to property, inheritance or a will. The Company will
before the commencement of the subscription period send more detailed
instructions relating to the subscription of shares to the persons
entitled to subscription at the address noted in the Option Register.
Each option entitles its holder to subscribe for one (1) Series B share in
Stockmann plc of the nominal value of two (2) euros. The minimum amount of
share subscription is 20 (twenty) Series B shares, or a smaller amount of
shares based on the amount of options issued and the maximum amount the
total amount of options that has been noted in the Option Register of the
subscriber.
The share subscription period
The loyal customer has the right to subscribe for shares during the
subscription period alternatively either 2 May 2008 – 31 May 2008, 4 May
2009 – 31 May 2009 or 2 May 2010 – 31 May 2010. The person entitled to
subscription shall subscribe for all his/her shares at the same time.
The share subscription price and the subscription of shares
The subscription price for the shares shall be the trading-volume weighted
average price for the Stockmann plc’s Series B shares on the Helsinki
Exchange during the period of 1 February – 28 February 2006. The
subscription price for the shares shall from the record date of dividend
payment until the subscription of shares be decreased with the amount of
dividends in Stockmann plc determined after the determination period for
the subscription price.
The Board of Directors of the Company shall before the commencement of the
subscription period inform of the subscription price, the place for
subscription and the procedure for subscribing shares. If no other
procedure has been announced, the subscription of shares based on the
share options shall take place at the Head Office of Stockmann plc.
The shares shall be paid for when subscribed for.
Approval of subscriptions
The Board of Directors of the Company will approve of all subscriptions
that are made in accordance with the subscription terms and the Option
Register.
The registering of the shares on the book-entry accounts and the
commencement of trade
It is the intention of the Company that the shares shall be registered on
the book-entry account notified by the subscriber by 30 June 2008, 30 June
2009 and 30 June 2010.
The shares will be subject of public trade as of the date of the
registration of the increase of share capital in the Trade Register.
Shareholder rights
The shares subscribed for based on the share options entitle to dividend
for the financial year during which the shares have been subscribed for.
Other rights will commence as of the date of the registration of the
increase of share capital in the Trade Register.
Share issues, convertible bond loans and option loans and other
instruments entitling to shares
Should Stockmann plc before the end of the share subscription period,
increase its share capital by way of an issue of new shares or an emission
of new convertible bond loans or option loans or share options or other
instruments entitling to shares so that the shareholders have a pre-
emption right to subscription, an option holder shall have the same or
equal right to that of a shareholder. The equality shall be carried out in
the way determined by the Board of Directors of the Company so that the
amount, the subscription price or both of the shares that can be
subscribed for will be amended.
Should Stockmann plc before the end of the share subscription period,
increase its share capital by way of bonus issue, the subscription ratio
shall be changed as determined by the Board of Directors of the Company so
that the pro rata portion to the share capital of shares to be subscribed
for based on the options will remain unchanged and the subscription price
be amended accordingly.
Option holders’ rights in certain cases
If Stockmann plc decreases its share capital before the share
subscription, the subscription right based on the terms of the share
options shall be adjusted accordingly as specified in the resolution to
decrease the share capital.
If Stockmann plc is placed into liquidation before the share subscription,
the holders of share options shall be reserved the possibility to use
their rights to subscription during a time period before the placing into
liquidation set forth by the Board of Directors. After this, the right to
subscription ceases to exist.
If Stockmann plc resolves to merge into another company as the company
being acquired or in a company to be formed in a combination merger or if
the Company resolves to be divided, the holders of share options shall be
given the right to subscribe for shares during a time period before the
merger or the division set forth by the Board of Directors. After this,
the right to subscription ceases to exist.
If Stockmann plc resolves to acquire its own shares after the commencement
of the share subscription period by an offer to all shareholders, the
holders of share options shall be given an equal offer. In any other case,
the acquiring of own shares does not require any actions by the Company as
regards the options.
If before the end of the share subscription period arises a situation as
set forth in Chapter 14 Article 19 of the Finnish Companies Act, where
someone has over 90 per cent of the shares in Stockmann plc and thereby
receives a redemption right and obligation towards all other shareholders
or if there arises a redemption obligation as set forth in the Articles of
Association of Stockmann plc, the holder of share options shall be
reserved the possibility to use his/her subscription right within a time
period set forth by the Board of Directors.
If the nominal value of the shares is changed while the share capital
remains unchanged, the share subscription terms of the share options shall
be amended to that the total nominal value of the shares available for
subscription and the total subscription price remain unchanged.
In case Stockmann plc is changed from being a public company to a private
company, the terms of the share options shall not be affected.
Other matters
The Board of Directors of Stockmann plc shall decide on all other matters
relating to the issuance of share options and the subscription of shares,
and shall give more detailed instructions on the procedure for carrying
out the subscriptions. The documents relating to the share options can be
seen at the Company’s Head Office in Helsinki.
SUPPLEMENT 2
STOCKMANN plc SHARE OPTIONS 2006
The Board of Directors of Stockmann plc (Board of Directors) has in its
meeting on 8 February 2006 resolved to propose to the Annual General
Meeting of Shareholders of Stockmann plc to be held on 21 March 2006 that
share options be issued to the key personnel of Stockmann plc (Company)
and its subsidiaries (Group) and to a wholly owned subsidiary of the
Company on the following terms and conditions:
I SHARE OPTION TERMS AND CONDITIONS
1. Number of Share Options
The maximum total number of share options issued shall be 1 500 000, and
they entitle their owners to subscribe for a maximum total of 1 500 000 B-
shares in the Company (share).
2. Share Options
Of the share options, 375 000 shall be marked with the symbol 2006A, 375
000 shall be marked with the symbol 2006B, 375 000 shall be marked with
the symbol 2006C and 375 000 shall be marked with the symbol 2006D.
The people to whom share options are issued shall be notified in writing
by the Board of Directors about the offer of share options. The share
options shall be delivered to the recipient when he or she has accepted
the offer of the Board of Directors. Share option certificates shall, upon
request, be delivered to the share option owner at the start of the
relevant share subscription period, unless the share options have been
transferred to the book-entry securities system.
3. Right to Share Options
The share options shall, in deviation from the shareholders’ pre-emptive
subscription rights, be gratuitously issued to the key personnel of the
Group and to Oy Suomen Pääomarahoitus – Finlands Kapitalfinansiering Ab
(Subsidiary), a wholly owned subsidiary of the Company. The shareholders’
pre-emptive subscription rights are proposed to be deviated from since the
share options are intended to form part of the Group’s incentive and
commitment program for the key personnel.
4. Distribution of Share Options
The Board of Directors shall decide upon the distribution of the share
options. The Subsidiary shall be granted share options to the extent that
the share options are not distributed to the key personnel of the Group.
The Board of Directors of Company shall decide upon the further
distribution of the share options granted or returned later to the
Subsidiary, to the key personnel employed by or to be recruited by the
Group.
Upon issue, all share options 2006C and 2006D and those share options
2006A and 2006B that are not distributed to the key personnel, shall be
granted to the Subsidiary. The Subsidiary can distribute share options
2006 to the key personnel employed by or to be recruited by the Group by
the resolution of the Board of Directors of Company.
5. Transfer of Share Options and Obligation to offer Share Options
The share options are freely transferable, when the relevant share
subscription period has begun. The Board of Directors may, however, permit
the transfer of a share option also before such date. The Company shall
hold the share options on behalf of the share option owner until the
beginning of the share subscription period. The share option owner has the
right to acquire possession of the share options when the relevant share
subscription period begins. Should a share option owner transfer his/her
share options, such person is obliged to inform the Company about the
transfer in writing, without delay.
Should a share option owner cease to be employed by or in the service of
the Group, for any other reason than the death of a share option owner, or
the statutory retirement of a share option owner, such person shall,
without delay, offer to the Company or its order, free of charge, the
share options for which the share subscription period specified in Section
II.2 has not begun, on the last day of such person’s employment or
service. The Board of Directors can, however, in the above-mentioned
cases, decide that a share option owner is entitled to keep such share
options, or a part of them, which are under the offering obligation.
Regardless of whether a share option owner has offered his/her share
options to the Company or not, the Company is entitled to inform a share
option owner in writing that a share option owner has lost his/her share
options on the basis of the above-mentioned reasons. Should the share
options be transferred to the book-entry securities system, the Company
has the right, whether or not the share options have been offered to the
Company, to request and get transferred all the share options under the
offering obligation from a share option owner’s book-entry account to the
book-entry account appointed by the Company, without the consent of a
share option owner. In addition, the Company is entitled to register
transfer restrictions and other respective restrictions concerning the
share options to a share option owner’s book-entry account, without the
consent of a share option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for new Shares
Each share option entitles its owner to subscribe for one (1) share in the
Company. The nominal value of each share is EUR 2.00. As a result of the
share subscriptions, the share capital of the Company may be increased by
a maximum total of EUR 3 000 000 and the number of shares by a maximum
total of 1 500 000 new shares.
The Subsidiary shall not be entitled to subscribe for shares in the
Company on the basis of the share options.
2. Share Subscription and Payment
The share subscription period shall be
for share option 2006A 1 March 2008 – 31 March 2010,
for share option 2006B 1 March 2009 – 31 March 2011,
for share option 2006C 1 March 2010 – 31 March 2012 and
for share option 2006D 1 March 2011 – 31 March 2013.
The share subscription period for share options 2006B and 2006D shall,
however, not commence, unless certain performance criteria, determined
before the distribution of these share options by the Board of Directors
and based on the financial targets of the Group, have been attained. Those
share options 2006B and 2006D for which the criteria determined by the
Board of Directors have not been attained, expire in the manner decided by
the Board of Directors.
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 share option certificates with which he/she
subscribes for shares, or, in the case of the share options having been
transferred to the book-entry securities system, the share 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.
3. Share Subscription Price
The share subscription price shall be:
for share options 2006A and 2006B, the trade volume weighted average
quotation of the Company share on the Helsinki Stock Exchange during 1
February – 28 February 2006 with an addition of ten (10) percent, and
for share options 2006C and 2006D, the trade volume weighted average
quotation of the Company share on the Helsinki Stock Exchange during 1
February – 29 February 2008 with an addition of ten (10) percent.
From the share subscription price of the share 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
The 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 Share Options before Share
Subscription
Should the Company, before the share subscription, increase its share
capital through an issue of new shares, or an issue of new convertible
bonds or share options, a share 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 the Company, 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 for by
virtue of the share options remains unchanged. If the number of shares
that can be subscribed for by virtue of one share option is a fraction,
the fractional part shall be taken into account by reducing the share
subscription price.
7. Rights in Certain Cases
If the Company reduces its share capital before the share subscription,
the subscription right accorded by the terms and conditions of the share
options shall be adjusted accordingly, as specified in the resolution to
reduce the share capital.
If the Company is placed in liquidation before the share subscription, the
share option owner shall be given an opportunity to exercise his/her
subscription right before the liquidation begins, within a period of time
determined by the Board of Directors.
If the Company resolves to merge in another company as the company being
acquired or in a company to be formed in a combination merger, or if the
Company resolves to be divided, the share option owners shall, before the
merger or division, be given the right to subscribe for the shares with
their share 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 share option owners have no right to require that the
Company redeem the share options from them at their market value.
If the Company, after the beginning of the share subscription period,
resolves to acquire its own shares by an offer made to all shareholders,
the share option owners shall be made an equivalent offer. In other cases,
acquisition of the Company’s own shares shall not require the Company to
take any action in relation to the share options.
If a redemption right and obligation to all of the Company’s shares, as
referred to in Chapter 14 Section 19 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 per cent of the
shares and the votes of the shares of the Company, or if a situation, as
referred to in Chapter 6 Section 6 of the Finnish Securities Market Act,
or if a situation, as referred to in Section 15 in the Company’s Articles
of Association, arises to any of the shareholders, the share option owners
shall be given a possibility to use their right of subscription by virtue
of the share 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 share options to the redeemer, irrespective of
the transfer restriction defined in Section I.5 above. A shareholder who
possesses over 90 per cent of the shares and votes of the shares of the
Company has the right to purchase the share option owner’s share options
at their market value.
If the nominal value of the share is changed while the share capital
remains unchanged, the subscription terms shall be amended so that the
total nominal value of the shares available for subscription and the total
subscription price remain the same.
Converting the Company from a public company into a private company shall
not affect the terms and conditions of the share options.
III OTHER MATTERS
The laws of Finland shall be applied to these terms and conditions.
Disputes arising in relation to the share 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 share 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 essential. Other matters related to the share options shall be
decided on by the Board of Directors. The share option documentation shall
be kept available for inspection at the head office of the Company.
The Company shall be entitled to withdraw the share options which have not
been transferred, or with which shares have not been subscribed for, free
of charge, if the share 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 law, or against the
regulations of the authorities.
These terms and conditions have been made in Finnish, in Swedish and in
English. In the case of any discrepancy between the Finnish, Swedish and
English terms and conditions, the Finnish terms and conditions shall
decide.