SYSOPEN PLC NOTICE OF ANNUAL GENERAL MEE
SysOpen Plc STOCK EXCHANGE RELEASE
28 FEBRUARY 2003 AT 10:00 AM
SYSOPEN PLC NOTICE OF ANNUAL GENERAL MEETING AND BOARD
PROPOSALS TO THE ANNUAL GENERAL MEETING
Sysopen Plc shareholders are hereby summoned to the
Annual General Meeting to be held at Hiomotie 19,
FIN00380 Helsinki, starting at 5 p.m. on Thursday 20
March 2003.
Items on the agenda:
1) Matters pertaining to the Annual General Meeting in
accordance with Article 12 of the Articles of
Association.
2) Proposal by the Board of Directors to Issue Stock
Options
The Board of Directors proposes that stock options be
issued by the Annual General Meeting of Shareholders,
with deviation from the shareholders pre-emptive right
to subscription, to the personnel of the Sysopen Group
and to the members of the Board of Directors of Sysopen
Plc, as well as to a wholly owned subsidiary of Sysopen
Plc.
It is proposed that the shareholders pre-emptive right
to subscription be deviated from since the stock options
are intended to form part of the incentive and commitment
program for the personnel. The total number of stock
options issued will be 670,000 and they will be
gratuitously distributed, by the resolution of the Board
of Directors, to the persons employed by or to be
recruited by the Sysopen Group and, by the resolution of
the General Meeting of Shareholders, to the members of
the Board of Directors of Sysopen Plc. The purpose of the
stock options is to encourage the personnel to work on a
long-term basis to increase the shareholder value. The
purpose of the stock options is also to commit the
personnel to the Company.
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 stock
options entitle to subscription of a maximum total of
670,000 shares in Sysopen Plc, each with a nominal value
of EUR 0.10. 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, and
the members of the Board of Directors of Sysopen Plc, are
offered a possibility to convert their stock options to
part of the stock options now being issued.
The share subscription price shall, for stock options
2003A, be 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.
The share subscription period shall, for stock option
2003A, be 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.
A proportion of the persons entitled to stock options
belong to the inner circle of the Company. The total
share ownership of these persons does not exceed 2.1% of
the Companys shares and of the voting rights of the
shares. The stock options now issued can be exchanged for
shares constituting a maximum of 6.7% of the Companys
shares and of the voting rights of the shares after the
potential share capital increase.
3) The Boards proposal to authorise the Board of
Directors to decide on issuing one or more convertible
bonds, issuing stock options and/or increasing the
companys share capital through one or more rights
issues.
The Board of Directors proposes to the Annual General
Meeting that the Board be given authorisation to decide
on issuing one or more convertible bonds, issuing stock
options, and/or increasing the companys share capital
through one or more rights issues in such a way that the
maximum number of shares at 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
companys share capital may increase by a maximum of EUR
187,258.20.
However, on the basis of this authorisation, the Board
can decide to increase the companys share capital by a
maximum of one fifth of the value of the registered share
capital prevailing on the date of the Boards decision.
The Board proposes that the authorisation include 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
companys financial or capital structure or motivating
its personnel. The Board may not deviate from the
shareholders pre-emptive right in favour of the
companys immediate circle.
The Board also proposes that it be authorised to decide
on whether shares may be subscribed against a non-cash
contribution, or on other specific terms. The Board would
be authorised to decide on those persons entitled to
subscription, the subscription price and the subscription
price bases. The Board proposes that the authorisation be
valid for one year from the date of the Annual General
Meetings decision.
4) The Boards proposal to authorise the Board of
Directors to buy back the companys own shares.
The Board proposes to the Annual General Meeting that, by
cancelling previous Board authorisations, it be re-
authorised to decide to buy back a maximum 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 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
companys financial or capital structure or for employee
motivation, or may be otherwise disposed of or
invalidated. A share buyback reduces the companys
distributable unrestricted equity. The authorisation
would be valid for one year from the date of the Annual
General Meetings decision.
5) The Boards proposal to authorise the Board of
Directors to dispose of the companys own shares.
The Board proposes that, by cancelling previous Board
authorisations, it be re-authorised to decide to dispose
of a maximum of 468,145 of the companys own shares
bought back. The Board would be authorised to determine
to whom and in what order the companys own shares are
sold, as well as the basis for determining their sale
price.
According to the proposal, the Board may decide to
dispose of the companys own shares otherwise than in
proportion to the shareholders pre-emptive right to
subscribe for the companys shares. 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 companys business or in the
event of company acquisitions or to finance or implement
other such arrangements, or the motivation of its
personnel. Shares may also be transferred against a non-
cash contribution, or through public trading on the
Helsinki Exchanges. The authorisation would be valid for
one year from the date of the Annual General Meetings
decision.
Board
Shareholders accounting for more than 50.2 per cent of
all voting rights entitled by their holdings have
notified the company that they will propose to the Annual
General Meeting of 20 March 2003 that the current five
Board members be re-elected for a term which is to be
complete at the end of the next Annual General Meeting.
The current Board members are Kari Karvinen, Jorma
Kylätie, Risto Linturi, Matti Savolainen and Timo
Tiihonen. The proposed members have agreed to Board
membership.
Financial Statements, Board proposals and the Annual
Report
The companys financial statements and the Board of
Directors proposals specified in Items 2-5, together
with the documents required by the Finnish Companies Act,
are available for inspection by shareholders at the
companys head office at Hiomotie 19, Helsinki from 13
March 2003. Copies of the documents will be sent to
shareholders on request. The companys Annual Report will
be published on the companys website (www.sysopen.fi) on
10 March 2003, and will also be available for
shareholders at the Annual General Meeting. It will be
sent to shareholders on request.
Attending the meeting and registration
Shareholders registered by 10 March 2003 in the companys
share register maintained by the Finnish Central
Securities Depository (APK) are entitled to attend the
Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting
must notify the company by 4 p.m. on 17 March 2003,
either in writing to Sysopen Plc, Petra Honkaranta,
Hiomotie 19, 00380 Helsinki, Finland, or by telephone
+358 424 2020 1 or by telefax +358 424 2020 700 or by
email to info@sysopen.fi. The letter, telefax or e-mail
must reach the company by the deadline stated above. Any
proxies should be sent to the above address together with
registration for the meeting. Admission to the assembly
room, the distribution of voting papers and the
verification of proxies will begin at the venue at 4.30
p.m. on 20 March 2003.
Dividend
The Board of Directors proposes to the Annual General
Meeting that a dividend of EUR 0.38 per share be paid for
2002, on 13 April 2003, to shareholders registered on the
record date of 25 March 2003 in the companys shareholder
register maintained by the Finnish Central Securities
Depository.
Helsinki 27 February 2003
SYSOPEN Plc
Board of Directors
Appendix
Appendix 1 Sysopen Plc 2003 stock option terms and
conditions
For further information, please contact:
Arto Sahla, Managing Director tel. +358 400 442986 e-
mail: arto.sahla@sysopen.fi
Kirsi Lindroth, Director of Corporate Communications tel.
+358 40 5216332 e-mail: kirsi.lindroth@sysopen.fi
www.sysopen.fi
Distribution:
Helsinki Exchanges
Major media
SysOpen Plc shares are quoted on the main list of the
Helsinki Exchanges under the Telecommunications and
Electronics Business Sector. The company is one of the
leading integrators of eBusiness solutions (Integrated
eSolutions) in Finland. It has offices in Helsinki,
Tampere, Kuopio, Varkaus, Jyväskylä, London and
Warwick (near Birmingham). Consolidated turnover for
January-September 2002 totalled EUR 29 million and
operating profit before goodwill amortisation for the
same period accounted for 11,20 per cent of turnover. The
number of Group employees total around 320.
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
persons 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 owners 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 owners 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 subscribers book-entry
account as the subscribed and fully paid shares are
transferred to the subscribers 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 Companys 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.
