SYSOPEN DIGIA APPLIES FOR LISTING OF THE STOCK OPTIONS 2005K2 ON THE MAIN LIST OF
SYSOPEN DIGIA PLC STOCK EXCHANGE ANNOUNCEMENT 20 DECEMBER 2005 at 10.10 a.m.
SYSOPEN DIGIA APPLIES FOR LISTING OF THE STOCK OPTIONS 2005K2 ON THE MAIN LIST OF THE HELSINKI STOCK EXCHANGE SysOpen Digia Plc applies for listing of the stock options 2005K2 on the main list of the Helsinki Stock Exchange so that the listing commences on 2 January 2006. The total number of stock options 2005K2 is 557,641. Each stock option entitles its holder to subscribe for one SysOpen Digia Plc share. In the aggregate, the stock options 2005K2 entitle holders to subscribe for 557,641 shares. The present share subscription price with stock options 2005K2 is EUR 2.41/share. The dividends payable annually shall be deducted from the share subscription price. The share subscription period with stock options 2005K2 will commence on 1 January 2006 and will end on 31 December 2007. SYSOPEN DIGIA PLC Tomi Merenheimo Vice President, Legal and Communications For further information, please contact: Mr Tomi Merenheimo tel. +358 40 560 6101, e-mail: tomi.merenheimo@sysopendigia.com DISTRIBUTION Helsinki Stock Exchange ENCL Terms and Conditions of the Stock Options 2005K SYSOPEN DIGIA PLC STOCK OPTIONS 2005K The Extraordinary General Meeting of Shareholders of SysOpen Digia Plc (SysOpen Digia or Company) has on 1 June 2005 agreed, in accordance with the proposal by the Board of Directors of the Company (Board of Directors) on 13 May 2005, to issue stock options to the key personnel of SysOpen Digia and its subsidiaries (SysOpen Digia Group) and to a wholly owned subsidiary of SysOpen Digia on the following terms and conditions: I STOCK OPTION TERMS AND CONDITIONS 1. Number of Stock Options The total number of stock options issued shall be 663,049, which entitle their owners to subscribe for a total of 663,049 shares in SysOpen Digia. 2. Stock Options Of the stock options, 105,408 shall be marked with the symbol 2005K1 and 557,641 shall be marked with the symbol 2005K2. The persons to whom stock options are issued shall be notified in writing by the Company about the offer of stock options. The stock options shall be delivered to the recipient when he or she has accepted the offer of the Company. Stock option certificates shall, upon request, be delivered to the stock option owner at the start of the relevant share subscription period, unless the stock options have been transferred to the book-entry securities system. 3. Right to Stock Options The stock options shall, in deviation from the shareholders' pre-emptive subscription rights, be gratuitously issued to the 2001 stock option owners of Digia Inc. (Digia) and to Sysopen Partners Oy (Sysopen Partners), a wholly owned subsidiary of SysOpen Digia. After the combination of Sysopen Plc and Digia, the Digia 2001 stock option owners shall be offered a possibility to convert their stock options to the stock options now being issued, in accordance with the terms and conditions of the Digia 2001- stock options. The shareholders' pre-emptive subscription rights are proposed to be deviated from since the stock options are intended to form part of the Group's incentive and commitment program for the key personnel. 4. Distribution of Stock Options The Board of Directors shall decide upon the distribution of the stock options. Sysopen Partners shall be granted stock options to the extent that the stock options are not distributed to the key personnel of the SysOpen Digia Group. The Board of Directors of SysOpen Digia shall later decide upon the further distribution of the stock options granted or returned later to Sysopen Partners, to the key personnel employed by or to be recruited by the SysOpen Digia Group. 5. Transfer of Stock Options and Obligation to Offer Stock Options The stock options 2005K1 can be used only for share subscription and they cannot be assigned to a third party or pledged. The stock options 2005K2 are freely transferable, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer of a stock option also before such date. The Company shall hold the stock options 2005K2 on behalf of the stock option owner until the beginning of the share subscription period and the stock options 2005K1 until 31 December 2007. The stock option owner has the right to acquire possession of the stock options 2005K2 when the relevant share subscription period begins. 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. Should a stock option owner cease to be employed by or in the service of the SysOpen Digia Group, for any reason than the death of a stock option owner, or the statutory retirement or the retirement in compliance with the employment contract of a stock option owner, or the retirement of a stock option owner otherwise determined by the Company, such person shall, without delay, offer to the Company or its order, free of charge, the stock 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 the stock option owner is entitled to keep such stock options, or a part of them, which are under the offering obligation. 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 the above-mentioned reasons. Should the stock options be transferred to the book-entry securities system, the Company has the right, whether or not the stock options have been offered to the Company, to request and get transferred all the stock options under the offering obligation 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 for New Shares Each stock option entitles its owner to subscribe for one (1) share in SysOpen Digia. The nominal value of each share is EUR 0.10. As a result of the share subscriptions the share capital of SysOpen Digia may be increased by amaximum of EUR 66,304.90 and the number of shares by a maximum of 663,049 new shares. Sysopen Partners, as a subsidiary of SysOpen Digia, shall not be entitled to subscribe for shares in SysOpen Digia on the basis of the stock options. 2. Share Subscription and Payment The share subscription period for stock option 2005K1 shall begin on the date when the 2005K- stock options are entered into the Trade Register and shall end on 31 December 2007. The share subscription period for stock option 2005K2 shall begin on 1 January 2006 and shall end on 31 December 2007. Share subscriptions shall take place at the head office of SysOpen Digia or possibly at another location to be determined later. The subscriber shall transfer the respective stock option certificates with which he/she subscribes for shares, or, in the case of the stock options having been transferred to the book-entry securities system, the stock 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 stock option 2005K1 EUR 1.21 and - for stock option 2005K2 EUR 2.41. From the share subscription price of the stock options shall, as per the dividend record date, be deducted the amount of the dividend decided after 1 June 2005 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 Stock 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 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 for by virtue of the stock options remains unchanged. If the number of shares that can be subscribed for by virtue of one stock 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 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/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 Stock Option Plan shall be replaced by a new stock option plan issued by the companies involved in the merger or, if the dividing company so decides, by a new stock option planissued by the recipient company, on the basis of which the recipient company's new shares can be subscribed for, on the corresponding and financially reasonable terms and conditions. If the Stock Option Plan is replaced by a new stock option plan issued by the recipient company, the stock option owners shall have no right to require that stock options be redeemed at their market value. Alternatively, by the resolution of the Board of Directors, a stock option owner shall be given the right to subscribe for the shares with his/her stock options, before the merger or division, within a period of time determined by the Board of Directors. No subscription right shall exist after the expiry of the period of time. Also in this situation, a stock option owner has no right to require that the stock options be redeemed 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 stock 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 stock 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% 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, arises to any of the shareholders, the stock option owners shall be entitled to use their right of subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or they shall be entitled to have an equal right to that of shareholders to sell their stock options to the redeemer, irrespective of the transfer restriction defined in Section I.5 above. A shareholder who possesses over 90% of the shares and votes of the shares of the Company has the right to purchase the stock option owner's stock options at their market value. 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 transfer of the stock 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 stock options shall be decided on by the Board of Directors. The stock option documentation shall be kept available for inspection at the head office of SysOpen Digia. The Company shall be entitled to withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, free of charge, if the stock 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 and in English. In the case of any discrepancy between the Finnish and English termsand conditions, the Finnish terms and conditions shall decide.