DECISIONS OF SYSOPEN PLC´S ANNUAL GENERA
SYSOPEN PLC STOCK EXCHANGE RELEASE
21 March 2003, at 10 a.m.
DECISIONS OF SYSOPEN PLC´S ANNUAL GENERAL MEETING
SysOpen Plc´s Annual General Meeting of 20 March 2002 adopted the
financial statements, including the consolidated financial
statements, for 1 January - 31 December 2002 and discharged Board
members and Managing Director of their liabilities.
Dividend Payment
The AGM decided that a dividend of EUR 0.38 per share, or EUR
3,519,907.32, be paid for the financial year. This dividend will
be distributed to shareholders entered in the shareholder register
maintained by the Finnish Central Security Depository on the
record date of 25 March 2003. Dividends will be paid on 1st April
2003.
Board of Directors
Kari Karvinen, Jorma Kylätie, Risto Linturi, Matti Savolainen and
Timo Tiihonen were re-elected as members of the Board of
Directors.
The AGM approved the following proposals by the Board:
1) Stock Option Issue
The Annual General Meeting decided that, as a deviation from the
shareholders´ pre-emptive subscription right, stock options be
issued to the personnel of the Sysopen Group and to the members of
the Board of Directors, as well as to Sysopen Plcs wholly owned
subsidiary.
The AGM took this decision to deviate from the shareholders´ pre-
emptive right because the stock options are intended to form part
of the staff incentive and loyalty scheme. The total number of
stock options is 670,000, issued gratuitously, in accordance with
a resolution of the Board of Directors, to employees or recruits
of the Sysopen Group and, based on a resolution of the Annual
General Meeting, to members of the Board of Directors. The purpose
of these stock options is to encourage staff to work on a long-
term basis to increase shareholder value, and to make them feel
committed to the company.
210,000 of the stock options will be marked with the symbol 2003A,
160,000 with the symbol 2003B, 150,000 with the symbol 2003C and
150,000 with the symbol 2003D. These stock options entitle their
holders to subscribe to a maximum combined total of 670,000 shares
in Sysopen Plc, with a nominal value of EUR 0.10. The intention is
to unify the Groups incentive schemes in such a way that staff
named by the Board of Directors as receiving stock options in 1999
and 2000, and the members of the Board of Directors, will be
offered the option of exchanging their stock options for some of
those now being issued.
The share subscription price for stock options marked with the
symbol 2003A shall be EUR 3.28 (the trade volume weighted average
quotation for Sysopen shares on the Helsinki Exchanges between 1
November and 30 November 2002), for those marked 2003B the price
shall be the trade volume weighted average quotation for Sysopen
shares on the Helsinki Exchanges between 1 April and 30 April
2003, rounded to the nearest cent, for those marked 2003C the
price shall be the trade volume weighted average quotation for
Sysopen shares on the Helsinki Exchanges between 1 April and 30
April 2004, rounded to the nearest cent, and for those marked
2003D the trade volume weighted average quotation for Sysopen
shares on the Helsinki Exchanges between 1 April and 30 April
2005, rounded to the nearest cent. Prior to the share
subscription, the amount of dividend issued per share, as per the
record date for receiving a dividend, shall be deducted from the
subscription price, provided that 1) the dividend is determined by
the General Meeting held after 1 April 2003 and 2) the dividend is
determined by the General Meeting held after the period for
determining the share subscription price has begun.
Notwithstanding the above, the share subscription price shall in
any case amount to at least the nominal share value.
The share subscription period for stock options marked 2003A shall
be 2 May 2004 - 31 October 2005; for stock options marked 2003B it
shall be 1 November 2004 - 31 October 2006; for stock options
marked 2003C it shall be 1 November 2005 - 31 October 2007 and for
stock options marked 2003D it shall be 1 November 2006 - 31
October 2008.
A proportion of the persons entitled to stock options belong to
the companys immediate circle. The total of these persons
holdings does not exceed 2.1% of the company´s share capital, and
the related voting rights. The stock options now issued may be
exchanged for shares constituting a maximum of 6.7% of the
company´s share capital and related voting rights, following the
possible increase in share capital.
2) Authorisation to decide on issuing one or more convertible
bonds, issuing stock options and/or increasing the company´s share
capital through one or more rights issues.
The Annual General Meeting decided that the Board be given
authorisation to decide on issuing one or more convertible bonds,
issuing stock options, and/or increasing the company´s share
capital through one or more rights issues, in such a way that the
maximum number of shares at a par value of EUR 0.10 issued through
one or more rights issues, subscribed on the basis of stock
options or in exchange for convertible bonds, shall amount to no
more than 1,872,582, and the company´s share capital may increase
by a maximum of EUR 187,258.20.
However, on the basis of this authorisation, the Board may decide
to increase the company´s share capital by a maximum of one fifth
of the value of the registered share capital prevailing on the
date of the Board´s decision. This authorisation includes the
right to deviate from the shareholders´ pre-emptive right if there
is a cogent financial reason to do so, such as financing business
acquisitions, co-operation or other such restructuring,
strengthening or developing the company´s financial or capital
structure or motivating its personnel. The Board may not deviate
from the shareholder´s pre-emptive right in favour of the
company´s immediate circle.
The Board is also authorised to decide on whether shares may be
subscribed against a non-cash contribution, or on other specific
terms. The Board is authorised to decide on those persons entitled
to subscription rights, the subscription price and the bases of
the subscription price. This authorisation will be valid for one
year from the date of the Annual General Meeting´s decision.
3) Authorisation to buy back the company´s own shares.
The Annual General Meeting decided that, by cancelling previous
Board authorisations, the Board be re-authorised to decide to buy
back a maximum of 468,145 own shares at their par value of EUR
0.10, using retained earnings.
The company may buy back shares by inviting bids from all
shareholders on identical terms and at a price determined by the
Board, or in public trading in which the shares are bought back in
a proportion other than that based on shareholders´ holdings.
The company may buy back shares to be used as consideration in
company acquisitions, co-operation or other such restructuring,
strengthening or developing the company´s financial or capital
structure or for employee motivation, or to be otherwise disposed
of or invalidated. A share buyback reduces the company´s
distributable unrestricted equity. This authorisation will be
valid for one year from the date of the Annual General Meeting´s
decision.
4) Authorisation to dispose of the company´s own shares.
The Annual General Meeting decided that, through the cancellation
of previous Board authorisations, the Board be re-authorised to
decide to dispose of a maximum of 468,145 of the company´s own
shares bought back. The Board is authorised to determine to whom
and in what order the company´s own shares are sold, as well as
the basis for determining their sale price.
Based on this authorisation, the Board may decide to dispose of
the company´s own shares otherwise than in proportion to the
shareholders´ pre-emptive right to subscribe for the company´s
shares. However, the Board may not deviate from the shareholder´s
pre-emptive right in favour of the company´s immediate circle.
Shares may be transferred as consideration in the event of
purchasing assets pertaining to the company´s business or in the
event of company acquisitions or to finance or implement other
such arrangements, or for the motivation of its personnel. Shares
may also be transferred against a non-cash contribution, or
through public trading on the Helsinki Exchanges. This
authorisation will be valid for one year from the date of the
Annual General Meeting´s decision.
Helsinki 21 March 2003
SYSOPEN PLC
Board of Directors
FOR FURTHER INFORMATION, PLEASE CONTACT:
Kari Karvinen, Chairman of the Board of Directors, tel. +358 424
2020 304, email: kari.karvinen@sysopen.fi
Arto Sahla, Managing Director, tel. +358 424 2020 339, gsm +358
400 442 986, email: arto.sahla@sysopen.fi
Kirsi Lindroth, Director, Corporate Communications, tel. +358 424
2020 388, gsm +358 40 521 6332, e-mail: kirsi.lindroth@sysopen.fi
DISTRIBUTION
Helsinki Exchanges
Major media
Appendix 1
SYSOPEN PLC 2003 STOCK OPTION TERMS AND CONDITIONS
The Board of Directors of Sysopen Plc (Board of Directors) has
resolved to propose to the Annual General Meeting of Shareholders
of Sysopen Plc (Sysopen or Company) to be held on 20 March 2003
that stock options be issued to the personnel of Sysopen and its
subsidiaries (Sysopen Group) and to the members of the Board of
Directors of Sysopen, as well as to a wholly owned subsidiary of
Sysopen on the following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The number of stock options issued will be 670,000, which entitle
to subscribe for a total of 670,000 shares in Sysopen.
2. Stock Options
Of the stock options 210,000 will be marked with the symbol 2003A,
160,000 will be marked with the symbol 2003B, 150,000 will be
marked with the symbol 2003C and 150,000 will be marked with the
symbol 2003D. The persons to whom stock options will be
distributed will be notified in writing by the Company about the
offer of stock options. The stock options are considered to be
distributed to the recipient when he/she has accepted the offer of
the Company in writing. Stock options will be issued in the book-
entry securities system.
3. Right to Stock Options
The stock options shall, with deviation from the shareholders´ pre-
emptive right to subscription, be gratuitously granted to the
personnel of the Sysopen Group and to the members of the Board of
Directors of Sysopen, as well as to Sysopen Partners Oy (Sysopen
Partners), a wholly owned subsidiary of Sysopen. Stock options
cannot, however, be granted to persons having a share ownership in
the Company exceeding 10% at the time of distribution. The
intention is to unify the incentive plans of the Group in such a
manner that 1999 and 2000 stock option owners, named by the Board
of Directors, are offered a possibility to convert their stock
options to a part of the stock options now being issued. The same
possibility for conversion is offered to those members of the
Board of Directors who own stock options 1999 and stock options
2000. The shareholders´ pre-emptive right to subscription is
deviated from since the stock options are intended to form part of
the incentive and commitment program for the personnel.
4. Distribution of Stock Options
The Board of Directors shall decide on the distribution of the
stock options to the personnel of the Sysopen Group and to Sysopen
Partners. Sysopen Partners shall be distributed stock options to
such extent that the stock options are not distributed to the
personnel of the Sysopen Group and to the members of the Board of
Directors of Sysopen. The Board of Directors shall later on decide
upon the further distribution of the stock options granted to
Sysopen Partners, to the key-personnel employed by or to be
recruited by the Sysopen Group. The General Meeting of
Shareholders of Sysopen shall decide on the distribution of stock
options granted to Sysopen Partners, to the members of the Board
of Directors. Upon issue all stock options 2003C and 2003D, and
those stock options 2003A and 2003B, which are not distributed to
the personnel or to the members of the Board of Directors, shall
be granted to Sysopen Partners.
The General Meeting of Shareholders of Sysopen shall annually
decide on the number of stock options to be distributed to the
members of the Board of Directors when deciding upon the
remuneration to be paid to the members of the Board of Directors.
If a member of the Board of Directors, who owns stock options 1999
and stock options 2000, is willing to convert his/her stock
options to the stock options 2003 now to be issued, he/she shall,
in the conversion, be distributed a maximum of 7,655 stock options
2003A and a maximum of 2,000 stock options 2003B.
5. Transfer of Stock Options and Obligation to Offer Stock Options
Stock options, for which the share subscription period in
accordance with Section II.2 has not begun, cannot be transferred
to a third party or pledged. The stock options are freely
transferable when the relevant share subscription period has
begun. 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. The Board of Directors may, as
an exception to the above, permit the transfer of stock options
also before such date.
Should a stock option owner cease to be employed by or in the
service of the Sysopen Group, for any other reason than the death
of the employee, or the statutory retirement of the employee in
compliance with the employment contract, or the retirement of the
employee otherwise determined by the Company, before 1 November
2006, such person shall, without delay, offer to the Company or
its order, free of charge, such stock options for which the share
subscription period, in accordance with Section II.2, had 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 the stock option owner is entitled to keep such stock
options or a part of them, which are under offering obligation.
This obligation is not, however, applicable to those members of
the Board of Directors who are not full-time employed by the
Sysopen Group or in the service of the Sysopen Group.
Regardless of whether the stock option owner has offered his/her
stock options to the Company 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 an above-
mentioned reason. The Company has the right, regardless of whether
or not the stock options have been offered to the Company, to
request and get transferred all such stock options, for which the
share subscription period had not begun, 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.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to Subscribe New Shares
Each stock option entitles its owner to subscribe for one (1)
Sysopen share. The nominal value of each share is EUR 0.10. As a
result of the subscriptions the share capital of Sysopen may be
increased by a maximum of EUR 67,000 and the number of shares by a
maximum of 670,000 new shares.
Sysopen Partners shall not be entitled to subscribe shares in
Sysopen on the basis of the stock options.
2. Share Subscription and Payment
The share subscription period shall be:
- for stock option 2003A 2 May 2004 - 31 October 2005, - for stock
option 2003B 1 November 2004 - 31 October 2006, - for stock option
2003C 1 November 2005 - 31 October 2007 and - for stock option
2003D 1 November 2006 - 31 October 2008.
The share subscription shall take place at the head office of
Sysopen or possibly at another location to be determined by the
Company at a later date. The stock options with which shares have
been subscribed shall concurrently be deleted from the
subscriber´s book-entry account as the subscribed and fully paid
shares are transferred to the subscriber´s book-entry account.
Payment for shares subscribed shall be effected upon subscription
to the bank account appointed by the Company.
3. Share Subscription Price
The share subscription price shall be:
- for stock options 2003A EUR 3.28 (the trade volume weighted
average quotation of the Sysopen share on the Helsinki Exchanges
between 1 November and 30 November 2002), - for stock options
2003B the trade volume weighted average quotation of the Sysopen
share on the Helsinki Exchanges between 1 April and 30 April 2003,
rounded to the nearest cent, - for stock options 2003C the trade
volume weighted average quotation of the Sysopen share on the
Helsinki Exchanges between 1 April and 30 April 2004, , rounded to
the nearest cent, and - for stock options 2003D the trade volume
weighted average quotation of the Sysopen share on the Helsinki
Exchanges between 1 April and 30 April 2005, rounded to the
nearest cent. From the share subscription price of stock options
shall before share subscription, as per the dividend record date,
be deducted the amount of dividend distributed per share, provided
that 1) the dividend is decided by the General Meeting after 1
April 2003 and 2) the dividend is decided by the General Meeting
after the beginning of the relevant period for determination of
the share subscription price. 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
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 Stock Options before Share
Subscription
Should the Company, before the share subscription, increase its
share capital through an issue of new shares, or issue of new
convertible bonds or stock options, a stock 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 by virtue of stock options remains unchanged. If
the new number of shares that can be subscribed for by virtue of
one stock option should be a fraction, the fractional part shall
be taken into account by reducing the 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 stock 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 stock option owner shall be given an opportunity
to exercise his 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 stock option
owner shall, before the merger or division, be given the right to
subscribe for the shares with his/her stock 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 stock option owner has no right to require that the Company
redeems the stock options from him/her for 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 stock option owners shall be made an equivalent
offer. In other cases acquisition of the Company´s own shares does
not require the Company to take any action in relation to the
stock options.
In case, before the end of the share subscription period, a
situation, as referred to in Chapter 14 Section 19 of the Finnish
Companies Act, in which a shareholder possesses over 90% of the
shares of the Company and therefore has the right and obligation
to redeem the shares of the remaining shareholders, or a
situation, as referred to in Chapter 6 Section 6 of the Finnish
Securities Market Act arises, stock option owners shall be
entitled to use their right of subscription by virtue of the stock
option within a period of time determined by the Board of
Directors.
If the nominal value of the share is changed while the share
capital remains unchanged, the share subscription terms and
conditions of the stock options shall be amended so that the total
nominal value of the shares available for subscription and the
total share 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 stock
options.
III 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 technical amendments and
specifications to the terms and conditions of the stock options,
which are not considered essential. Other matters related to the
stock options are decided on by the Board of Directors. The stock
option documentation is kept available for inspection at the head
office of Sysopen.
The Company is entitled to withdraw the stock options, which have
not been transferred, or with which shares have not been
subscribed, free of charge, if the stock option owner acts against
these terms and conditions, or against regulations given by the
Company on the basis of these terms and conditions, or against
applicable law, or against regulations by authorities.
These terms and conditions have been made in Finnish and English.
In case of any discrepancy between the Finnish and English terms
and conditions, the Finnish terms and conditions are decisive.
