Issuing option rights and rationale for options

The decision was taken to propose to the general meeting that options entitling to shares in the company be issued. The rights would be offered to [name the person or persons here]. A weighty financial reason exists for issuing option rights, as they would be used to engage the company’s management in long-term work towards increasing the company’s shareholder value.

Number of options and consideration

The number of options to be issued would be [enter number]. The subscription price for the options would be [enter €]. [Enter rationale for price here.] The subscription price would be recorded in the reserve for invested unrestricted equity. The board of directors would send a written notice of the offer of options to the recipients. The options are issued once the recipient has accepted the offer made by the board of directors.

Shares subscribed with options

Shares subscribed with the options would be new shares in the company. Each option would entitle its holder to subscribe for [how many shares?].

The subscription price and subscription period of shares

The subscription price of the shares subscribed with options would be EUR [enter €] per share. The subscription price of the shares would be recorded in the reserve for invested unrestricted equity.

The subscription period for the shares subscribed with options would be [enter time interval]. Shares would be subscribed for at the company’s head office, or possibly at another location and in another manner that would be announced later. The shares would need to be paid upon subscription to the bank account indicated by the company.

Secondary subscription right

If a party entitled to subscribe for options did not subscribe for all of the options offered to them, the remaining options would be forfeited. Other parties entitled to subscribe for options would not have a secondary subscription right to the unsubscribed options.

Rights of option holders in special situations

Share issue and issue of options

If, after issuing the options, the company decides to issue shares, option rights or other special rights directed at all shareholders before it has been possible to exercise the options, it shall not have any effect on the options, provided that the consideration paid for the shares or rights corresponds to at least their fair price when deciding on the arrangement.

If the consideration in the abovementioned arrangement is below the fair price, it is taken into account in the options so that the share subscription price is reduced by an amount corresponding to the difference between the fair value of the issued shares/rights and the subscription price per outstanding share after the arrangement (however, the subscription price shall always be at least EUR 0.01). If the company arranges a share issue without payment directed at all shareholders, the terms of the subscription of shares under the options shall change so that the total relative proportion of the shares subscribed for under the options of the company's all outstanding shares as well as the total subscription price remain unchanged.

Any directed arrangements shall have no effect on the options.

Dividends and other distribution of assets

If, after issuing the options, the company distributes dividends or assets from the reserves of unrestricted equity as referred to in Chapter 13, Section 1.1 of the Limited Liability Companies Act or reduces its share capital before it has been possible to exercise the options, the share subscription price shall be reduced by an amount corresponding to the amount of assets distributed per outstanding share (however, the subscription price shall always be at least EUR 0.01).

The reacquisition of the company's own shares, options or other special rights

The acquisition or redemption of the company's own shares or the reacquisition to the company of options or other special rights under Chapter 10 of the Limited Liability Companies Act shall not have any effect on the options, provided that the consideration paid for the shares or rights does not exceed their fair price when deciding on the distribution of assets. If the consideration exceeds the fair price, it is taken into account in the options so that the share subscription price is reduced by an amount corresponding to the difference between the amount of the assets distributed and the fair value of the shares/rights acquired/redeemed per outstanding share after the distribution of assets (however, the subscription price shall always be at least EUR 0.01).

Liquidation, deregistration or dissolution of the company

If, after issuing the options, the company is ordered into liquidation or deregistered (see Chapter 20 of the Limited Liability Companies Act) before it has been possible to exercise the options, the company shall immediately reserve a reasonable period of time for the option holder to subscribe for shares with all their options and acquire shareholder status. Options that remain unexercised after the deadline will lapse.

Share redistribution

If a decision is made to redistribute the company's share capital and the number of shares changes (splitting situations), the terms of the subscription of shares under the options shall change so that the total relative proportion of the shares subscribed for under the options of the company's all outstanding shares before the redistribution of the share capital as well as the total subscription price remain unchanged.

Merger and demerger

If, after issuing the options, the company decides on a merger with another company or a demerger before it has been possible to exercise the options, the company shall reserve the option holder a reasonable period of time to subscribe for shares with all their options and acquire shareholder status before registering the completion of the merger or demerger. Options that remain unexercised after the deadline will lapse.

This early subscription of shares may be made conditional on the option holder's becoming a party, where applicable, to the possible shareholders' agreement of the company with their signature.

Transfer of domicile

If, after issuing the options, the company decides on a transfer of domicile as referred to in Chapter 17 a of the Limited Liability Companies Act before it has been possible to exercise the options, the company shall reserve the option holder a reasonable period of time to subscribe for shares with all their options and acquire shareholder status before registering the completion of the transfer of domicile. Options that remain unexercised after the deadline will lapse.

This early subscription of shares may be made conditional on the option holder's becoming a party, where applicable, to the possible shareholders' agreement of the company with their signature.

Redemption of minority shares

If, after issuing the options, a shareholder of the company becomes entitled to redeem the shares of the other shareholders in accordance with Chapter 18 of the Limited Liability Companies Act before it has been possible to exercise the options, the option holder shall offer their options to the shareholder entitled to redemption on the same terms as the other shareholders. The options are here directly comparable to the shares subscribed under the options, and the redemption price of the options shall correspond to the redemption price of the number of shares to which the options would have entitled if fully exercised.