ELISA DECIDED ON THE ISSUE OF STOCK OPTIONS
The Board of Directors of Elisa has resolved, by authorization of the
Annual General Meeting of Shareholders of 19 March 2007, that stock
options be issued to Elisa's and its subsidiaries' key personnel and
to a wholly owned subsidiary of Elisa.
The option program is for 150-200 key employees but excludes
employees who belong to the top management incentive share based
remuneration program adapted in 2006. Same person cannot belong both
to the option program and to the incentive share based remuneration
program.
The stock options entitle to subscribe for a maximum total of
2,550,000 new shares or existing shares held by Elisa. The stock
options are divided into three series: 2007A, 2007B and 2007C, all of
which entitle to 850,000 shares. The detailed terns and conditions of
this stock option scheme are attached to this release. The stock
options now issued constitute a maximum of 1.5 per cent of Elisa's
shares and voting rights.
The Board of Directors of Elisa has decided to issue series 2007A
stock options to the key personnel of Elisa and to its subsidiary.
The share subscription price for series 2007A stock options is EUR
20.84 per share and the subscription period will be 1 December 2009 -
31 May 2011.
ELISA
Vesa Sahivirta
Director, IR and Financial Communication
For more information:
Mr Veli-Matti Mattila
CEO and President, tel +358 10 262 2635
Distribution:
Helsinki Exchanges
Major Media
Appendix Elisa Corporation Stock Option Terms and Conditions
2007
ELISA CORPORATION STOCK OPTIONS 2007
The Board of Directors of Elisa Corporation (Board of Directors) has
on 18 December 2007 resolved, by authorization of the Annual General
Meeting of Shareholders on 19 March 2007, that stock options be
issued to the key personnel of Elisa Corporation (Company) and its
subsidiaries (jointly Group) and to a wholly owned subsidiary of the
Company, on the following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The maximum total number of stock options issued shall be 2,550,000,
and they entitle their owners to subscribe for a maximum total of
2,550,000 new shares in the Company or existing shares held by the
Company.
2. Stock Options
Of the stock options, 850,000 shall be marked with the symbol 2007A,
850,000 shall be marked with the symbol 2007B and 850,000 shall be
marked with the symbol 2007C.
The people, to whom stock options are issued, shall be notified in
writing by the Board of Directors about the offer of stock options.
The stock options shall be delivered to the recipient when he/she has
accepted the offer of the Board of Directors.
3. Right to Stock Options
The stock options shall be issued gratuitously to the Group key
personnel and to a wholly owned subsidiary of the Company
(Subsidiary). The Company has a weighty financial reason for the
issue of stock options, since the stock options are intended to form
part of the Group's incentive and commitment program for the Group
key personnel. The stock options shall be issued to the Subsidiary
for reserve and for further distribution to the Group key personnel.
4. Distribution of Stock Options
The Board of Directors shall decide upon the distribution of the
stock options to the key personnel employed by or to be recruited by
the Group. The Subsidiary shall be granted stock options to such
extent that the stock options are not distributed to the Group key
personnel.
The Board of Directors shall decide upon the further distribution of
the stock options granted to the Subsidiary or returned later to the
Subsidiary.
Upon issue, all stock options 2007B and 2007C and those stock options
2007A that are not distributed to the key personnel, shall be granted
to the Subsidiary. The Subsidiary can distribute stock options 2007
to the key personnel employed by or to be recruited by the Group, by
the resolution of the Board of Directors.
The stock options shall not constitute a part of employment or
service contract of a stock option recipient, and they shall not be
regarded as salary or fringe benefit. Stock option recipients shall
have no right to receive compensation on any grounds, on the basis of
stock options, during employment or service or thereafter. Stock
option recipients shall be liable for all taxes and tax-related
consequences arising from receiving or exercising stock options.
5. Transfer and Forfeiture of Stock Options
The Company shall hold the stock options on behalf of the stock
option owner until the beginning of the share subscription period.
The stock options can freely be transferred and pledged, when the
relevant share subscription period has begun. The Board of Directors
may, however, permit the transfer of stock options also before such
date. Should the stock option owner transfer his/her stock options,
such person shall be 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 Group, for any reason other than the death or the statutory
retirement of a stock option owner, such person shall, without delay,
forfeit to the Company or its order, free of charge, such 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 proceedings shall be similar if the rights and
obligations arising from the stock option owner's employment or
service are transferred to a new owner or holder upon the employer's
transfer of business. 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.
Should the stock options be transferred to the book-entry securities
system, the Company shall have the right to request and get
transferred all forfeited stock options 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 shall be 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 Shares
Each stock option entitles its owner to subscribe for one (1) new
share in the Company or an existing share held by the Company. The
share subscription price shall be recorded in the invested
non-restricted equity fund.
The Subsidiary shall not be entitled to subscribe for shares in the
Company on the basis of the stock options.
2. Share Subscription and Payment
The share subscription period shall be
- for stock option 2007A 1 December 2009 - 31 May 2011
- for stock option 2007B 1 December 2010 - 31 May 2012
- for stock option 2007C 1 December 2011 - 31 May 2013.
Share subscriptions shall take place at the head office of the
Company or possibly at another location and in the manner determined
later. 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 2007A, the trade volume weighted average quotation
of the share on the OMX Nordic Exchange Helsinki during 1 November -
30 November 2007, i.e. EUR 20.84/share
- for stock option 2007B, the trade volume weighted average quotation
of the share on the OMX Nordic Exchange Helsinki during 1 November -
30 November 2008
- for stock option 2007C, the trade volume weighted average quotation
of the share on the OMX Nordic Exchange Helsinki during 1 November -
30 November 2009.
If the dividend ex date falls on the period for determination of the
share subscription price, such dividend shall be added to the trading
prices of the share trading made as from the dividend ex date, when
calculating the trade volume weighted average quotation of the share.
The proceedings shall be similar, if the Company distributes funds
from the non-restricted equity fund or distributes share capital to
the shareholders.
The share subscription price of the stock options may be decreased in
certain cases mentioned in Section 7 below. The share subscription
price shall, nevertheless, always amount to at least EUR 0.01.
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 new shares and other shareholder rights
shall commence when the shares have been entered in the Trade
Register.
If existing shares, held by the Company, are conveyed to the
subscriber of shares, the subscriber shall be given the right to
dividend and other shareholder rights when the shares have been
subscribed and paid and the Board of Directors has recorded the share
subscription made by virtue of a stock option.
6. Share Issues, Stock Options and other special Rights entitling to
Shares before Share Subscription
If the Company, before the share subscription, decides on an issue of
shares or an issue of new stock options or other special rights
entitling to shares, 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
prices or both of these.
7. Rights in Certain Cases
If the Company distributes dividends or funds from the non-restricted
equity fund, from the share subscription price of the stock options,
shall be deducted the amount of the dividend or the amount of the
distributable non-restricted equity decided after the beginning of
the period for determination of the share subscription price but
before share subscription, as per the dividend record date or the
record date of the repayment of equity.
If the Company reduces its share capital by distributing share
capital to the shareholders, from the share subscription price of the
stock options, shall be deducted the amount of the distributable
share capital decided after the beginning of the period for
determination of the share subscription price but before share
subscription, as per the record date of the repayment of 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 share subscription right, within a period of time
determined by the Board of Directors. If the Company is deleted from
the register, before the share subscription, the stock option owner
shall have the same right as, or an equal right to, that of a
shareholder.
If the Company resolves to merge with another company as a merging
company or merge with a company to be formed in a combination merger,
or if the Company resolves to be demerged entirely, the stock option
owners shall, prior to the merger or demerger, be given the right to
subscribe for shares with their stock options, within a period of
time determined by the Board of Directors. Alternatively, the Board
of Directors can give a stock option owner the right to convert the
stock options into stock options issued by the other company, in the
manner determined in the draft terms of merger or demerger, or in the
manner otherwise determined by the Board of Directors, or the right
to sell stock options prior to the merger or demerger. After such
period, no share subscription right shall exist. The same proceeding
applies to cross-border mergers or demergers, or if the Company,
after having registered itself as an European Company, or otherwise
registers a transfer of its domicile from Finland into another member
state. The Board of Directors shall decide on the impact of potential
partial demerger on the stock options. In the above situations, the
stock option owners shall have no right to require that the Company
redeem the stock options from them at their market value.
Repurchase or redemption of the Company's own shares or acquisition
of stock options or other special rights entitling to shares shall
have no impact on the status of the stock option owner. If the
Company, however, resolves to repurchase or redeem its own shares
from all shareholders, the stock option owners shall be made an
equivalent offer, or the stock option owners shall be given a right
to subscribe for shares during a period of time determined by the
Board of Directors, prior to the merger or demerger.
If a redemption right and obligation to all of the Company's shares,
as referred to in Chapter 18 Section 1 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, the
Company or the Subsidiary shall have the right to redeem from a stock
option owner such stock options for which the share subscription
period specified in Section II.2 has not begun. The price to be paid
for stock options shall be the difference between the offered
redemption price and the share subscription price and it shall be
paid to a stock option owner when the share subscription period
specified in Section II.2 begins, provided that a stock option
owner's employment or service in a corporation belonging to the Group
has not ended. If the Company or the Subsidiary does not exercise its
redemption right mentioned above in this paragraph, a stock option
owner shall be given a possibility to use his/her right of share
subscription by virtue of the stock options, within a period of time
determined by the Board of Directors, after which period no share
subscription right shall exist, or a stock option owner shall have an
equal obligation to that of a shareholder to transfer his/her stock
options to the redeemer irrespective of the transfer restriction
defined in Section I.5 above. This also applies to such stock options
of a stock option owner for which the share subscription period
specified in Section II.2 has begun.
If a purchase offer, as referred to in the Securities Market Act, is
made for the Company's shares, the Board of Directors can give the
stock option owners a right to subscribe for shares within a period
of time determined by the Board of Directors.
III OTHER MATTERS
These terms and conditions shall be governed by the laws of Finland.
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 by one single arbitrator.
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, as
well as on other amendments and specifications to these 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 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 instructions given
by the Company on the basis of these terms and conditions, or against
applicable law, or against the regulations of the authorities.
The Company can keep stock option owners on register including stock
option owners' personal data. The Company can send information on the
stock options to the stock option owners by e-mail.
These terms and conditions have been made in Finnish and in English.
In the case of any discrepancy between the Finnish and English terms
and conditions, the Finnish terms and conditions shall decide.