The Board of the Aspocomp Group Oyj decided to call an extraordinary shareholders’ meeting
The Aspocomp Group Oyj Board will propose both stock options for key persons to be separately appointed, as well as an authorization to execute new share issues and/or convertible bond issues at an extraordinary shareholders’ meeting.
The Aspocomp Group Oyj Board will call an extraordinary shareholders’ meeting for Friday, October 22 at 15:00. The meeting will be held at the Aspo House, Suolakivenkatu 10, in Helsinki, Finland.
The Board will move to provide key company persons to be separately appointed employed by the Group or the Group’s subsidiary with stock options. A total of 750,000 options which would yield a total of 750,000 Aspocomp Group Oyj shares would be issued, of which 375,000 would be subscribed as A options and 375,000 as B options. The subscription price would be EUR 25. The subscription price would be reduced by the amount of dividends paid per share after October 22, 1999 and prior to the clearance dates for each of the dividend distributions on the shares. The subscription period will start, using a staggered framework, on November 1, 2001 for A options and on November 1, 2003 for B options. The subscription period for all of the stock options will expire on November 30, 2005.
The company feels that stock options will raise shareholder value by supporting the long-term commitment of key personnel. The stock options are also designed to tie key people to the company by giving the company the right to reclaim the options from the employee in the event that the employment relationship expires prior to November 1, 2003 without compensation for any increase in the value of the option which may have taken place.
The Board has also decided to move at the meeting that it be authorized to raise the company’s share capital with one or several share issues and/or convertible bond issues so that in the related subscriptions of new shares a maximum increase in the share capital and voting rights totalling one fifth of the officially registered share capital and voting rights authorized by the shareholders could be executed. The authorization would allow the company to circumvent normal subscription right priorities related to private placements and/or convertible bonds, under the condition that there are good financial reasons for such circumvention, and to execute new share issues so that compensation for subscribed shares can be provided in the form of capital assets, or under certain conditions, by converting receivables and/or other liabilites into compensation. The authorization will remain in force for one year from the date of the shareholders’ meeting.
The Board may use the authorization to strengthen the company’s capital structure, to finance acquisitions or similar actions and arrangements.
For more information contact the company CEO, Jarmo Niemi by telephone at +358 9 7595 312
ASPOCOMP GROUP Oyj
President and CEO
Press and Media
1 Warrant Terms
2 Proposal of the Board of Directors
3 Auditors’ Statement
WARRANTS IN ASPOCOMP GROUP OYJ 1999
At its meeting on 1 October 1999 the Board of Directors (the ‘Board of Directors’) of Aspocomp Group Oyj (the ‘Company’) has resolved to propose to the Extraordinary General Meeting of Shareholders to be held on 22 October 1999 that warrants be issued to the key persons to be separately appointed of the Aspocomp Group and to the Chairman of the Board of Directors of Aspocomp Group Oyj on the following terms and conditions:
I WARRANT TERMS
1. Number of warrants
The number of warrants issued will be 750,000, which entitle to subscribe for 750,000 shares in Aspocomp Group Oyj.
375,000 of the warrants will be marked with the letter A and 375,000 with the letter B.
The persons to which warrants will be issued will be notified in writing by the Company about the issue of warrants. The warrants will be delivered to the recipient when he or she has accepted the offer of the Company. Warrant certificates shall upon request be delivered to the warrant holder at the start of the relevant subscription period unless the warrants have been transferred to the book-entry system.
3. Right to warrants
The warrants shall, with deviation from the shareholders’ pre-emptive right to subscription, be issued to the key persons to be separately appointed of the Aspocomp Group, to Aspocomp Oy, a wholly-owned subsidiary of Aspocomp Group Oyj, and to the Chairman of the Board of Directors of Aspocomp Group Oyj. It is proposed that the shareholders’ pre-emptive right to subscription be disapplied, since the warrants are intended as part of the Group’s incentive program for the key personnel.
4. Distribution of warrants
The Board of Directors decides upon the distribution of the warrants. Warrants shall be issued to Aspocomp Oy to the extent that these are not issued to the key persons of the Aspocomp Group and to the Chairman of the Board of Directors of Aspocomp Group Oyj. The Board of Directors of Aspocomp Group Oyj will decide at a later date upon the distribution of the warrants issued to the subsidiary to the employed key personnel of the Aspocomp Group or to the new Chairman of the Board of Directors of Aspocomp Group Oyj. The maximum number of warrants issued to the Chairman of the Board of Directors is 20,000 warrants.
5. Transfer of warrants and obligation to offer warrants
The warrants are freely transferable when the relevant share subscription period has begun. The Board of Directors may, as an exception to the above, permit the transfer of a warrant also at an earlier date.
Should a subscriber cease to be employed by or in the service of the Aspocomp Group before 1 November 2003 for any other reason than retirement or death then such person shall without delay offer to the Company free of charge those warrants for which the share subscription period in accordance with Section II.2 had not begun at the last day of such person’s employment.
The stipulations in this Section I.5 do not concern the Chairman of the Board of Directors, who is not a full-time employee of the Aspocomp Croup.
II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION
|1.||Right to subscribe new shares|
Each warrant entitles its holder to subscribe for one (1) share in Aspocomp Group Oyj with the book-value equivalent of 1,0 Euro (approximation). As a result of the subscription, the number of shares in Aspocomp Group Oyj may be increase by a maximum of 750,000 new shares, i.e., by a maximum of 750,000 Euro (approximation).
Aspocomp Oy shall not in its capacity as a subsidiary of Aspocomp Group Oyj be entitled to subscribe for shares in Aspocomp Group Oyj by virtue of the warrants.
2. Share subscription and payment
The subscription period starts:
|–||for warrant A on 1 November 2001|
|–||for warrant B on 1 November 2003.|
The share subscription period ends on 30 November 2005 for all warrant certificates.
The share subscription shall take place at the head office of Aspocomp Group Oyj and possibly at another location to be determined later. Payment of shares subscribed shall be effected on subscription.
3. Share subscription price
The share subscription price shall be twenty five (25) Euro. From the share subscription price shall, as per the date when the relevant dividend is available for payment, be deducted the amount of dividend distributed after 22 October 1999 but before the date of share subscription. The share subscription price shall always amount to at least the book-value equivalent 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
Shares shall entitle to dividend for the financial year in which the subscription takes place. 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 warrants before share subscription
Should the Company, before the subscription for shares, raise its share capital through an issue of new shares, or issue convertible bonds or warrants relating to shareholding in Aspocomp Group Oyj, a warrant holder 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 amount of shares available for subscription, the subscription price or both of these.
Should the Company, before the subscription for shares, 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 warrants remains unchanged. If the number of shares that can be subscribed for by virtue of one warrant 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 subscription of shares, the subscription right accorded by the terms of the warrant shall be adjusted accordingly as specified in the resolution to reduce the share capital.
If the Company is placed in liquidation before the subscription of shares, the warrant 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 warrant owner shall before the merger or division be given the right to subscribe for the shares within the period of time determined by the Board of Directors. After such date no subscription right shall exist.
If the Company resolves to acquire its own shares after the share subscription period has begun by an offer made to all shareholders, the warrant owner shall be made an equivalent offer. In other cases the acquisition of the Company’s own shares does not require the Company to take any action in relation to the warrant. If according to the Companies Act a redemption right is created for a shareholder to the shares of the other shareholders, the warrant owner shall be given a right equal to that of the shareholders to sell his warrants to the shareholder with the redemption right.
If the nominal value of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total nominal value of the shares available for subscription and the total subscription price remain the same.
Converting the Company from a public company into a private company will not affect the terms and conditions of the warrants.
8. Dispute resolution
Disputes arising in relation to the warrants shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.
9. Other matters
The Board of Directors may decide on the transfer of the warrants to the book-entry system at a later date and on the resulting technical amendments to the terms and conditions. Other matters related to the warrants are decided on by the Board of Directors. The warrant documentation is kept available for inspection at the head office of Aspocomp Group Oyj in Helsinki.
PROPOSAL TO ISSUE WARRANTS BY THE BOARD OF DIRECTORS TO THE GENERAL MEETING OF SHAREHOLDERS
The Board of Directors proposes that warrants be issued by the
General Meeting of Shareholders to the key persons to be separately
appointed of the Aspocomp Group, to the Chairman of the Aspocomp Group Oyj and to Aspocomp Oy, a wholly owned subsidiary of Aspocomp Group Oyj on the terms and
conditions attached hereto.
The warrants shall, with deviation from the shareholders’ pre-emptive right to subscription, be issued to the key persons of the Aspocomp Group, to the Chairman of Aspocomp Group Oyj and to Aspocomp Oy, a wholly owned subsidiary of Aspocomp Group Oyj. It is proposed that the shareholders’ pre-emptive right to subscription be disapplied, since the warrants are intended as part of the incentive program for the persons. The purpose of the warrants is to encourage the key persons of the company to work on a long-term basis to increase the shareholder value of the Aspocomp Group. The purpose of the warrants is also to commit the key persons to the employer.
The share subscription price shall be twenty five (25) Euro. From the share subscription price shall, as per the date when the relevant dividend is available for payment, be deducted the amount of dividend distributed after 22 October 1999 but before the date of subscription. The subscription price has been defined by considering the exchange rate level of Aspo Plc and the division plan approved by the General Meeting of Shareholders held on 15 April 1999. The share subscription price clearly exceeds the net asset value per share.
A proportion of the persons eligible for subscription belong to the inner circle of the company. The persons belonging to this category who are eligible for subscription own less than 0,3 % of the company’s shares and voting rights connected to the shares. The warrants now issued can be exchanged for shares constituting a maximum of 7,9 % of the company’s shares and voting rights.
Helsinki, 1 October 1999
The Board of Directors
To the General Meeting of Aspocomp Group Oyj
As auditors of Aspocomp Group Oyj we give the following statement on the proposal of the Board of Directors dated 1 October, 1999, in accordance with chapter 4, section 12. b and section 4 a, clause 2 in the Finnish Companies’ Act concerning granting of option rights. In our opinion, the proposal of the Board of Directors dated 1 October, 1999 gives a true and fair view on the grounds on the basis of which the subscription price shall be determined and the reasons for the deviation of the pre-emptive subscription right.
Aspocomp Group Oyj was formed in the division process of Aspo Plc. The division was registered in the Trade Register on 1 October, 1999, at which time the first accounting period of the company started.
Helsinki October 1, 1999
SVH Pricewaterhouse Coopers Oy
Authorised Public Accountants
Authorised Public Accountant