TRADING OF ELISA 2007A STOCK OPTIONS BEGINS
(Thomson Reuters ONE) - Trading of Elisa's 2007A - stock options begins on the NASDAQ OMXHelsinki Ltd as 1 December 2009.Each 2007A stock option entitles its holder to subscribe for one (1)Elisa share. The present share subscription price with 2007A stockoption is EUR 18.04 per share. Future dividends and capitalrepayments will be deducted from the subscription price upon theex-date.The total number of 2007A stock options is 850,000 of which 372 150pieces are held with Elisa's subsidiary Fonetic, which can'tsubscribe for shares with the stock options. Number of Elisa's sharescan be increased by maximum 477.850 shares.The terms of the 2007A option rights are enclosed.Basic information for 2007A Stock options:Trading code: ELI1VEW107ISIN-code: FI4000007208The share subscription period for 2007A stock options will begin on 1December 2009 and end on 31 May 2011. The offices of Nordea Bank inFinland act as subscription places. Subscriptions made prior to thefollowing dates are registered without delay: 16 April 2010, 27August 2010 and 15 October 2010.The shares subscribed with the options entitle holders to dividendsand capital repayments after the shares have been registered.ELISA OYJVesa SahivirtaDirector, IR and Financial Communicationtel. +358 50 520 5555Additional information:Jyrki ArjanneSenior Corporate Counseltel. +358 102 624 627Distribution:NASDAQ OMX HelsinkiKeskeiset tiedotusvälineetwww.elisa.comAppendix Elisa Corporation Stock Option Terms and Conditions2007ELISA CORPORATION STOCK OPTIONS 2007The Board of Directors of Elisa Corporation (Board of Directors) hason 18 December 2007 resolved, by authorization of the Annual GeneralMeeting of Shareholders on 19 March 2007, that stock options beissued to the key personnel of Elisa Corporation (Company) and itssubsidiaries (jointly Group) and to a wholly owned subsidiary of theCompany, on the following terms and conditions:I STOCK OPTION TERMS AND CONDITIONS1. Number of Stock OptionsThe maximum total number of stock options issued shall be 2,550,000,and they entitle their owners to subscribe for a maximum total of2,550,000 new shares in the Company or existing shares held by theCompany.2. Stock OptionsOf 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 bemarked with the symbol 2007C.The people, to whom stock options are issued, shall be notified inwriting by the Board of Directors about the offer of stock options.The stock options shall be delivered to the recipient when he/she hasaccepted the offer of the Board of Directors.3. Right to Stock OptionsThe stock options shall be issued gratuitously to the Group keypersonnel and to a wholly owned subsidiary of the Company(Subsidiary). The Company has a weighty financial reason for theissue of stock options, since the stock options are intended to formpart of the Group's incentive and commitment program for the Groupkey personnel. The stock options shall be issued to the Subsidiaryfor reserve and for further distribution to the Group key personnel.4. Distribution of Stock OptionsThe Board of Directors shall decide upon the distribution of thestock options to the key personnel employed by or to be recruited bythe Group. The Subsidiary shall be granted stock options to suchextent that the stock options are not distributed to the Group keypersonnel.The Board of Directors shall decide upon the further distribution ofthe stock options granted to the Subsidiary or returned later to theSubsidiary.Upon issue, all stock options 2007B and 2007C and those stock options2007A that are not distributed to the key personnel, shall be grantedto the Subsidiary. The Subsidiary can distribute stock options 2007to the key personnel employed by or to be recruited by the Group, bythe resolution of the Board of Directors.The stock options shall not constitute a part of employment orservice contract of a stock option recipient, and they shall not beregarded as salary or fringe benefit. Stock option recipients shallhave no right to receive compensation on any grounds, on the basis ofstock options, during employment or service or thereafter. Stockoption recipients shall be liable for all taxes and tax-relatedconsequences arising from receiving or exercising stock options.5. Transfer and Forfeiture of Stock OptionsThe Company shall hold the stock options on behalf of the stockoption owner until the beginning of the share subscription period.The stock options can freely be transferred and pledged, when therelevant share subscription period has begun. The Board of Directorsmay, however, permit the transfer of stock options also before suchdate. Should the stock option owner transfer his/her stock options,such person shall be obliged to inform the Company about the transferin writing, without delay.Should a stock option owner cease to be employed by or in the serviceof the Group, for any reason other than the death or the statutoryretirement of a stock option owner, such person shall, without delay,forfeit to the Company or its order, free of charge, such stockoptions for which the share subscription period specified in SectionII.2 has not begun, on the last day of such person's employment orservice. The proceedings shall be similar if the rights andobligations arising from the stock option owner's employment orservice are transferred to a new owner or holder upon the employer'stransfer of business. The Board of Directors can, however, in theabove-mentioned cases, decide that the stock option owner is entitledto keep such stock options, or a part of them.Should the stock options be transferred to the book-entry securitiessystem, the Company shall have the right to request and gettransferred all forfeited stock options from the stock option owner'sbook-entry account to the book-entry account appointed by theCompany, without the consent of the stock option owner. In addition,the Company shall be entitled to register transfer restrictions andother respective restrictions concerning the stock options to thestock option owner's book-entry account, without the consent of thestock option owner.II SHARE SUBSCRIPTION TERMS AND CONDITIONS1. Right to subscribe for SharesEach stock option entitles its owner to subscribe for one (1) newshare in the Company or an existing share held by the Company. Theshare subscription price shall be recorded in the investednon-restricted equity fund.The Subsidiary shall not be entitled to subscribe for shares in theCompany on the basis of the stock options.2. Share Subscription and PaymentThe 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 theCompany or possibly at another location and in the manner determinedlater. Upon subscription, payment for the shares subscribed for,shall be made to the bank account appointed by the Company. The Boardof Directors shall decide on all measures concerning the sharesubscription.3. Share Subscription PriceThe share subscription price shall be:- for stock option 2007A, the trade volume weighted average quotationof 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 quotationof the share on the OMX Nordic Exchange Helsinki during 1 November -30 November 2008- for stock option 2007C, the trade volume weighted average quotationof 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 theshare subscription price, such dividend shall be added to the tradingprices of the share trading made as from the dividend ex date, whencalculating the trade volume weighted average quotation of the share.The proceedings shall be similar, if the Company distributes fundsfrom the non-restricted equity fund or distributes share capital tothe shareholders.The share subscription price of the stock options may be decreased incertain cases mentioned in Section 7 below. The share subscriptionprice shall, nevertheless, always amount to at least EUR 0.01.4. Registration of SharesShares subscribed for and fully paid shall be registered in thebook-entry account of the subscriber.5. Shareholder RightsThe dividend rights of the new shares and other shareholder rightsshall commence when the shares have been entered in the TradeRegister.If existing shares, held by the Company, are conveyed to thesubscriber of shares, the subscriber shall be given the right todividend and other shareholder rights when the shares have beensubscribed and paid and the Board of Directors has recorded the sharesubscription made by virtue of a stock option.6. Share Issues, Stock Options and other special Rights entitling toShares before Share SubscriptionIf the Company, before the share subscription, decides on an issue ofshares or an issue of new stock options or other special rightsentitling to shares, a stock option owner shall have the same rightas, or an equal right to, that of a shareholder. Equality is reachedin the manner determined by the Board of Directors by adjusting thenumber of shares available for subscription, the share subscriptionprices or both of these.7. Rights in Certain CasesIf the Company distributes dividends or funds from the non-restrictedequity fund, from the share subscription price of the stock options,shall be deducted the amount of the dividend or the amount of thedistributable non-restricted equity decided after the beginning ofthe period for determination of the share subscription price butbefore share subscription, as per the dividend record date or therecord date of the repayment of equity.If the Company reduces its share capital by distributing sharecapital to the shareholders, from the share subscription price of thestock options, shall be deducted the amount of the distributableshare capital decided after the beginning of the period fordetermination of the share subscription price but before sharesubscription, as per the record date of the repayment of sharecapital.If the Company is placed in liquidation before the sharesubscription, the stock option owner shall be given an opportunity toexercise his/her share subscription right, within a period of timedetermined by the Board of Directors. If the Company is deleted fromthe register, before the share subscription, the stock option ownershall have the same right as, or an equal right to, that of ashareholder.If the Company resolves to merge with another company as a mergingcompany or merge with a company to be formed in a combination merger,or if the Company resolves to be demerged entirely, the stock optionowners shall, prior to the merger or demerger, be given the right tosubscribe for shares with their stock options, within a period oftime determined by the Board of Directors. Alternatively, the Boardof Directors can give a stock option owner the right to convert thestock options into stock options issued by the other company, in themanner determined in the draft terms of merger or demerger, or in themanner otherwise determined by the Board of Directors, or the rightto sell stock options prior to the merger or demerger. After suchperiod, no share subscription right shall exist. The same proceedingapplies to cross-border mergers or demergers, or if the Company,after having registered itself as an European Company, or otherwiseregisters a transfer of its domicile from Finland into another memberstate. The Board of Directors shall decide on the impact of potentialpartial demerger on the stock options. In the above situations, thestock option owners shall have no right to require that the Companyredeem the stock options from them at their market value.Repurchase or redemption of the Company's own shares or acquisitionof stock options or other special rights entitling to shares shallhave no impact on the status of the stock option owner. If theCompany, however, resolves to repurchase or redeem its own sharesfrom all shareholders, the stock option owners shall be made anequivalent offer, or the stock option owners shall be given a rightto subscribe for shares during a period of time determined by theBoard 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 sharesubscription period, on the basis that a shareholder possesses over90% of the shares and the votes of the shares of the Company, theCompany or the Subsidiary shall have the right to redeem from a stockoption owner such stock options for which the share subscriptionperiod specified in Section II.2 has not begun. The price to be paidfor stock options shall be the difference between the offeredredemption price and the share subscription price and it shall bepaid to a stock option owner when the share subscription periodspecified in Section II.2 begins, provided that a stock optionowner's employment or service in a corporation belonging to the Grouphas not ended. If the Company or the Subsidiary does not exercise itsredemption right mentioned above in this paragraph, a stock optionowner shall be given a possibility to use his/her right of sharesubscription by virtue of the stock options, within a period of timedetermined by the Board of Directors, after which period no sharesubscription right shall exist, or a stock option owner shall have anequal obligation to that of a shareholder to transfer his/her stockoptions to the redeemer irrespective of the transfer restrictiondefined in Section I.5 above. This also applies to such stock optionsof a stock option owner for which the share subscription periodspecified in Section II.2 has begun.If a purchase offer, as referred to in the Securities Market Act, ismade for the Company's shares, the Board of Directors can give thestock option owners a right to subscribe for shares within a periodof time determined by the Board of Directors.III OTHER MATTERSThese terms and conditions shall be governed by the laws of Finland.Disputes arising in relation to the stock options shall be settled byarbitration in accordance with the Arbitration Rules of the CentralChamber of Commerce by one single arbitrator.The Board of Directors may decide on the transfer of the stockoptions to the book-entry securities system at a later date and onthe resulting technical amendments to these terms and conditions, aswell as on other amendments and specifications to these terms andconditions which are not considered essential. Other matters relatedto the stock options shall be decided on by the Board of Directors.The Company shall be entitled to withdraw the stock options whichhave not been transferred, or with which shares have not beensubscribed for, free of charge, if the stock option owner actsagainst these terms and conditions, or against the instructions givenby the Company on the basis of these terms and conditions, or againstapplicable law, or against the regulations of the authorities.The Company can keep stock option owners on register including stockoption owners' personal data. The Company can send information on thestock 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 termsand conditions, the Finnish terms and conditions shall decide.This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 27.11.2009 - 15:51 Uhr
Sprache: Deutsch
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