SYSOPEN DIGIA APPLIES FOR LISTING OF THE 2003C- STOCK OPTIONS ON THE MAIN LIST OF
SYSOPEN DIGIA PLC STOCK EXCHANGE ANNOUNCEMENT 14 OCTOBER 2005 at 12:45 p.m.
SYSOPEN DIGIA APPLIES FOR LISTING OF THE 2003C- STOCK OPTIONS ON THE MAIN LIST OF
THE HELSINKI STOCK EXCHANGE
SysOpen Digia Plc applies for listing of the 2003C- stock options on the main
list of the Helsinki Stock Exchange so that the listing commences around 1
The total number of 2003C- stock options is 150,000. Each 2003C- stock option
entitles its holder to subscribe for one SysOpen Digia Plc share. In the
aggregate, the 2003C- stock options entitle holders to subscribe for 150,000
shares. The present share subscription price with 2003C- stock options is EUR
3.75/share. The dividends payable annually shall be deducted from the share
The share subscription period with 2003C- stock options will commence on 1
November 2005 and will end on 31 October 2007.
SYSOPEN DIGIA PLC
Vice President, Legal & Communications
For further information, please contact:
Mr Tomi Merenheimo
tel. +358 40 560 6101, e-mail: firstname.lastname@example.org
Helsinki Stock Exchange
Terms and Conditions of the Stock Options 2003
SYSOPEN PLC 2003 STOCK OPTION TERMS AND CONDITIONS
The Annual General Meeting of Shareholders of Sysopen Plc (Sysopen or Company)
decided 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
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
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
- 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
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
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.
Digia is a profitably growing IT service company that helps its customers harness digital opportunities
As a visionary partner, Digia develops and innovates solutions that support business operations together with its customers. We adapt our expertise to their specific industries to help them develop digital services, manage operations and utilise information. We employ 750 experts in Finland and Sweden. We are expanding our international presence together with our customers.
Digia’s continuing operations had net sales of EUR 81 million in 2015. The company is listed on NASDAQ Helsinki (DIG1V).