SYSOPEN APPLIES FOR LISTING OF THE 2003A
SYSOPEN PLC STOCK EXCHANGE ANNOUNCEMENT 19 May 2004 at 1.30 pm
SYSOPEN APPLIES FOR LISTING OF THE 2003A-STOCK OPTIONS ON THE MAIN LIST OF THE HELSINKI EXCHANGES Sysopen plc applies for listing of all 2003A-stock options on the main list of the Helsinki Exchanges so that the listing commences on 25 May 2004. The total number of A-stock options is 210,000. Each A-stock option entitles its holder to subscribe for one Sysopen plc share. In the aggregate, the A-stock options entitle holders to subscribe for 210,000 shares. The present share subscription price with A- stock options is EUR 3.04/share. The dividends payable annually shall be deducted from the share subscription price. The share subscription period with A-stock options commenced on 2 May 2004 and will end on 31 October 2005. SYSOPEN PLC Tomi Merenheimo Director For further information, please contact: Tomi Merenheimo, Director, tel. +358 (0)40 5606 101, e-mail tomi.merenheimo@sysopen.fi. DISTRIBUTION Helsinki Exchanges ENCL Terms and Conditions of the Stock Options 2003 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 ofDirectors 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 ubscription, 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 stockoptions. 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 pecifications 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.