2002 B3-warrants of F-Secure Corporation will be consolidated
into 2002 B1/B2-warrants on October 31, 2006. After that the name
of the warrants will be F-Secure Corporation 2002 B1/B2/B3 warrants
and the ISIN-code F10009610166.
F-Secure Corporation has applied for listing of additional batch
of 2002 B1/B2-warrants on the main list of Helsinki Exchange after
the consolidation. Helsinki Exchange has decided on October 30,
2006 that the trading with 2002 B1/B2/B3-warrants of F-Secure
Corporation will commence on November 1, 2006.
On September 17, 2003 the Board of Directors of F-Secure
Corporation decided to apply for listing of the warrants of the
F-Secure 2002 Option Plan on the main list of the Helsinki
Exchanges according to the beginning of each categories’ exercise
time.
In connection with the 2002 Option Plan, a total of 5.5 million
warrants were issued which are divided into categories A, B and C
and these respectively into categories 1, 2 and 3. In connection
with the 2002 Option Plan, a total of 22,500 B1-warrants have been
distributed to 4 warrant holders, a total of 216,000 B2-warrants
have been distributed to 58 warrant holders and a total of 186,000
B3-warrants have been distributed to 49 warrant holders. Each
B1/B2/B3-warrant entitles holders to subscribe for one F-Secure
share at a price of EUR 0,90. The subscription time for B1-warrants
began on November 1, 2004, the subscription time for B2-warrants
began on November 1, 2005 and will begin for B3-warrants on
November 1, 2006. The subscription time for B1/B2/B3-warrants will
end on December 31, 2008. In aggregate the B1-warrants entitle
holders to subscribe for 22,500 shares, the B2-warrants for 216,000
shares and the B3-warrants for 186,000.
Trading with the B1/B2/B3-warrants of F-Secure Corporation 2002
Stock Option Plan will commence on the Helsinki Exchanges on
November 1, 2006. The basic information of B1/B2/B3-warrants is as
follows:
Trading
code:
FSC1VEW402
ISIN-code:
FI0009610166
Subscription ratio: 1
(FSCIVEW402): 1 (FSCIV)
Subscription price: 0,90 EUR / share
Subscription period: 1.11.2004/2005/2006 –
31.12.2008
Number of warrants: 424,500
F-Secure Corporation
Risto Siilasmaa
President & CEO
ENCLOSURE
F-Secure Corporation Stock Option Plan 2002
I TERMS AND CONDITIONS OF STOCK OPTIONS
1. Number of stock options
F-Secure Corporation (hereinafter also the “Company”) will issue
5,500,000 stock options that entitle to subscribe for 5,500,000
Company shares.
2. Issuing of stock options, deviation of pre-emptive
rights
The stock options are to be issued in the Finnish book-entry
system.
All stock options shall be issued initially to an account of
the Company’s subsidiary (“the Subsidiary”) defined by the Board of
the Company ("the Board"). The stock options will remain under the
control of the Subsidiary so that the share subscription price of
the stock option series will not be defined. Stock options in the
account of the Company’s Subsidiary are considered as part of the
total Company’s and the Group’s stock option pool ("Stock Option
Pool"). The Subsidiary or any other subsidiary controlling the
stock options may not subscribe for shares in the Company by virtue
of the stock options and the distribution of the stock options are
regarded to remain under the Company’s full control and disposal.
The Company has the right to transfer the Stock Option Pool to
another subsidiary.
From the Stock Option Pool the stock options can be distributed
in due time before the subscription time for the shares has ended
in accordance with the decisions taken by the Board. The stock
options will be distributed as part of the Group’s employee
incentive program to the members of Board of F-Secure Corporation
and Group companies, other officers and key persons as defined by
the Board. In these stock option terms there is a description in
detail of the schedule of distribution and the consequent title of
and use of the various stock option series.
Part of the stock options can be distributed to an account of
another subsidiary wholly owned by F-Secure Corporation. From the
account of this subsidiary the stock options can be distributed
later on to the members of Board of F-Secure Corporation and Group
companies, other officers and key persons as defined by the Board,
and its subsidiaries following the general guidelines of the Group’s
incentive program.
A deviation from the pre-emptive rights of the Company's
shareholders in the initially issuing of stock options to the
Subsidiary and later in distributing the stock options is proposed
for the reason that the stock options are intended to form part of
the incentive program for the F-Secure -Group. Therefore the Board
believes that there is a substantial economic reason for the
Company to deviate from the pre-emptive rights of shareholders.
3. Right to stock options and entries in the book-entry
accounts
5,500,000 stock options are considered as part of the total
Company’s and the Group’s Stock Option Pool, out of which the Board
in accordance with the distribution schedule defined in Section
I.4. below, distributes stock options. The stock options are to be
distributed according to the decisions of the Board to the members
of Board of F-Secure Corporation and Group companies, other
officers and key persons as defined by the Board.
Stock Option Plan 2002 participants will be notified by the
Company about the granting of the stock options in the way the
Board separately decides. The stock options will be granted free of
charge. Acceptance of receiving stock options will take place
during a period designated by the Board. The stock options given in
the form of book-entries shall be registered in the book-entry
account disclosed by the holder no later than the share
subscription time in accordance with Section II.2. commences. A
legend regarding the restriction generated in accordance with the
Section I.5. in these terms below shall be recorded on the
book-entry account as a restriction concerning all stock
options.
4. The schedule of distribution of stock options and determining
of terms
A maximum of 5,500,000 stock options shall be distributed from
the Stock Option Pool. The Board shall separately decide the amount
of stock options belonging to each stock option series right after
the distribution period of those stock options has ended. Stock
options will be marked with letters and numbers corresponding to
the distribution period, name of the series and relevant beginning
of the share subscription period (“Vesting Date”) for each
sub-category:
2002 A-stock options
distribution period May 1 – December 31, 2002
2002A –stock options will be divided into three sub-categories
A1, A2 and A3 so, that all sub-categories will entitle the holder
to subscribe shares at same share subscription price, but
respective Vesting Date takes place with one year interval for each
sub-category. The share subscription price and respective Vesting
Date will be determined in detailed in Sections II.2.-3. here
below.
2002 B-stock options
distribution period January 1 – December 31, 2003
2002B –stock options will be divided into three sub-categories
B1, B2 and B3 so, that all sub-categories will entitle the holder
to subscribe shares at same share subscription price, but
respective Vesting Date takes place with one year interval for each
sub-category. The share subscription price and respective Vesting
Date will be determined in detailed in Sections II.2.-3. here
below.
2002 C-stock options
distribution period January 1 – December 31, 2004
2002C –stock options will be divided into three sub-categories
C1, C2 and C3 so, that all sub-categories will entitle the holder
to subscribe shares at same share subscription price, but
respective Vesting Date takes place with one year interval for each
sub-category. The share subscription price and respective Vesting
Date will be determined in detailed in Sections II.2.-3. here
below.
5. Prohibition to transfer and obligation to offer stock
options
Each stock option series and stock option before its respective
Vesting Date in accordance with Section II.2. must not be
transferred to a third party or pledged without the consent of the
Company. The Board grants the consent. The stock options are freely
transferable after their respective Vesting Date.
Should the employment or the association with F-Secure -Group of
a stock option holder as a member of Board of F-Secure Corporation
or Group companies, or other officer or key person terminate from a
reason other than retirement or death before the respective Vesting
Date in accordance with Section II.2., the person in question must
without delay offer the Company the right to acquire free of charge
such stock options. The Board may grant an exception for a special
reason.
If stock options are returned to the possession of the Company
for above mentioned reason and these stock options have not been
registered to the book-entry system (it means that none of that
series sub-categories respective Vesting Date has not yet taken
place as referred in Section II.2.), these stock options will be
returned also to the Company Stock Option Pool for distribution on
a later date to any other participant in the Company Stock Option
Plan 2002. These returned stock options and their respective terms
and conditions are determined like all other non-distributed stock
options in the Stock Option Pool.
In order to ensure compliance with above mentioned the Company
shall be entitled, irrespective whether or not the stock options
have been offered to the Company, to apply for and to have the
stock options referred to herein, transferred from stock option
holder’s book-entry account to a book-entry account of the Company
or to an account designated by the Company. The Company has also
right to have this prohibition to transfer term registered to the
book-entry system.
II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION
1. Right to subscribe for new shares
Each stock option entitles its holder to subscribe for one (1)
share in F-Secure Corporation with an accountable par value of the
share of one cent (0.01 euros). Pursuant to the subscriptions the
share capital of F-Secure Corporation may increase by a maximum of
55,000 euros and the amount of the Company shares may increase by a
maximum of 5,500,000 new shares.
2. Subscription for shares and payment
The date, when the share subscription period begins (Vesting
Date) for each first sub-category of each stock option series is
one (1) year and one (1) month after the period for the
determination of the subscription price for that stock option
series has ended. Respectively the second sub-category Vesting Date
is two (2) years and one (1) month and the third sub-category
Vesting Date is three (3) years and one (1) month after the period
for the determination of the subscription price for that stock
option series has ended, i.e:
Series / Sub-Category Vesting Date
2002 A-series:
sub-category 2002A1 November 1, 2003
sub-category 2002A2 November 1, 2004
sub-category 2002A3 November 1, 2005
2002 B-series:
sub-category 2002B1 November 1, 2004
sub-category 2002B2 November 1, 2005
sub-category 2002B3 November 1, 2006
2002 C-series:
sub-category 2002C1 November 1, 2005
sub-category 2002C2 November 1, 2006
sub-category 2002C3 November 1, 2007
The right to subscribe for shares with all the stock options
ends December 31, 2008.
Shares can be subscribed at the head office of F-Secure
Corporation and/or possibly in another venue according to the
instructions specified by the Company and according to instructions
and regulation concerning the book-entry system valid at the time
of share subscription. Payment of shares subscribed for will be
remitted by the subscriber upon subscription. The stock option used
for share subscription will be removed from the subscriber’s
book-entry account. The Board approves the subscriptions for shares
with the stock options.
3. Subscription price
Subscription price of a share for each series is the weighted
average price of the Company’s shares quoted on the Helsinki
Exchanges during following periods:
2002 A-series: July 1, 2002 – September 30, 2002
2002 B-series: July 1, 2003 – September 30, 2003
2002 C-series: July 1, 2004 – September 30, 2004
The weighted average price shall be established on the basis of
trades in the share made on the Helsinki Exchanges during the said
period calculated as a fraction of the monetary value and the
number of shares traded, and the result rounded to nearest ten (10)
cents.
In any event, the share subscription price, as determined in
accordance with the provisions here above may not be lower than the
accountable par value of the share.
4. Registration of shares
The shares subscribed for and fully paid will be registered in
the subscriber’s book-entry account.
The Company shall approve share subscriptions in regular
meetings of the Board. Increases in share capital pursuant to the
approved subscriptions will be brought without delay to the Trade
Register as well as the new shares will be brought into the public
trading along with the Company’s existing and publicly traded
shares. The Board of the Company is not obliged to approve a
subscription for shares made after the end of preceding accounting
year before the annual general meeting of the Company.
5. Shareholder rights
The shares subscribed for on the basis of the stock options will
be eligible for dividend with respect to the financial year in
which the share subscription takes place. Other shareholder rights
will commence upon the date of the entry into the Trade Register of
the share capital increase.
6. Share issues, convertible bonds, bond loans with stock
options and stock options before share subscription
6.1. Bonus issue
Should the Company, prior to the subscription for the shares
with the stock options, increase its share capital through a bonus
issue, shall the subscription price and the subscription ratio be
amended as follows:
The new subscription price = subscription price before the bonus
issue * the number of shares before the bonus issue divided by the
number of shares after the bonus issue
The new number of shares to be subscribed by a stock option =
the number of shares to be subscribed by a stock option * the
number of shares after the bonus issue divided by the number of
shares before the bonus issue
Should the Company, prior to the subscription for the shares
with the stock options, change its share capital without changing
the number of shares, shall it not influence the subscription for
shares with the stock options.
6.2. Change of the number of shares without changing the share
capital
Should the Company, prior to the subscription for the shares
with the stock options, change the number of shares without
changing the share capital, shall above in Sections 6.1 mentioned
formulas concerning the change of subscription price and the number
of subscribed shares by a stock option apply.
6.3. Share issue and issuing of convertible bond or stock
options
Should the Company, prior to the subscription for the shares
with the stock options, increase its share capital by a new share
issue or an issue of new convertible bonds, stock option loans or
stock options by retaining the pre-emptive rights of the
shareholders, the stock option holder shall have the same or equal
rights as the shareholder. The equality is maintained in the
way determined by the Board by amending the number of shares
available for subscription with the stock options, the subscription
price or both.
In the event the number of share to be subscribed for with the
stock options would become a fraction, the fraction shall be taken
into account by reducing the subscription price.
7. Rights of the holder of the stock option in certain special
circumstances
a) Should the Company, prior to the subscription for the
shares with the stock options, reduce its share capital, shall
stock option holder’s subscription right be amended respectively in
the way specified in the decision concerning decreasing of share
capital
b) Should the Company, prior to the subscription time
for the shares with the stock options ends, be wound up or convert
from public limited company into private limited company, the stock
option holder will be given an opportunity to exercise the share
subscription right during a period to be determined by the Board.
c) Should the Company, prior to the subscription time
for the shares commences, be set in the state of liquidation, the
stock option holder will be given an opportunity to exercise the
share subscription right during a period to be determined by the
Board.
d) Should the Company, before the end of the share
subscription period, make a resolution to acquire its own shares
with an offer to all the shareholders, the Company will be obliged
to make an equal offer to the holders of the stock options. The
equality is maintained in the way determined by the Board by
amending the number of shares available for subscription with the
stock options, the subscription price or both, or in the way that a
stock option holder will be given an opportunity to exercise the
share subscription right during a period to be determined by the
Board and before the acquisition of own shares begins. If the
Company acquires its own shares in any other manner, no measures
will need to be taken in relation to the stock options.
e) Should the Company resolve to become merged with
another company or to merge with another company so as to form a
new company or to be divided, the Company or the company in which
the Company is merged to or the new company to be formed in the
merger (conditionally), shall that company's board be entitled to
decide to offer the stock option holders a right to exchange stock
options into corresponding stock options in accordance with the
same entitlements as shareholders are offered. Should the exchange
of stock options be offered, shall the stock option holder have no
right to demand the redemption of stock options regulated in the
Finnish Companies Act. In addition, the Board shall determine
whether to offer the stock option holders the opportunity to
subscribe for the shares prior to the merger or division during a
period determined at that time by the Board. After this period the
right so subscribe for shares with the stock options will be void.
f) Should the Company change the nominal value of the
share while the share capital remains unchanged, the subscription
terms shall be amended so that the aggregate nominal value of the
shares to be subscribed with the stock options and aggregate
subscription price will remain unchanged.
g) Should a shareholder's (“Redeemer”) holding before
subscription for shares reach or exceed the triggers set in the
Finnish Companies Act (Sections 14, paragraph 19) or in Finnish
Securities Market Act (Chapter 6, paragraph 6) of the Company's
shares generating duty to redeem to this shareholder, shall stock
option holder offer his stock options to the Redeemer with
applicable same or equal rights as the shareholders have. Should
the Redeemer in connection with the public offer decide primarily
to offer the stock option holder new corresponding stock options
with similar or related and economically same or comparable terms
to the terms of this program, shall stock options of this stock
option program become void after one month from the offer of new
stock options made by Redeemer subject to that the issuing of the
new stock options commences during two (2) months from above
mentioned offer. Stock options which share subscription time has
commenced can be used for share subscription up to date when stock
options will be void. Stock options will be void only, if an
independent investment bank chosen by the Board has given a
statement concerning economic reasonability of the new offered
terms for the stock option holders. Should the Redeemer not to
redeem stock options or offer in the above mentioned way its new
stock options in three (3) months time from the registration date
with the Trade Register of the right or duty to redeem as stated in
Chapter 14, paragraph 19 of Companies Act, or from the date when
the Company board became aware of the duty to redeem in accordance
with the Finnish Securities Market Act (Chapter 6, paragraph 6),
shall the stock option holder immediately have the right to
subscribe for shares with all stock options in one month’s time
regardless whether subscription time with the stock options have
started. After this there is no subscription right.
h) Should the public listing and trading of the shares
of F-Secure Corporation cease in the Helsinki Exchanges, the stock
option holder will be given an opportunity to exercise the share
subscription right before de-listing of the Company’s shares during
a period to be determined by the Board. After the de-listing the
right to subscribe for shares will be void.
i) Should the stock option holder have right to exercise
the right to subscribe for shares on the basis of b, c, e, g or h
above in situation where the subscription price for stock options
will not be possible to determine, the stock options will not have
the subscription right in this kind of a situation and stock
options will be void.
8. Governing law and dispute resolution
These terms and conditions are governed by the laws of Finland.
Disputes arising in relation to these stock options will be settled
by arbitration in accordance with the Arbitration Rules of the
Central Chamber of Commerce by use of one arbitrator.
9. Other matters
The Board shall resolve on other matters related to the stock
options and subscription for shares. The Board may make amendments
to these terms provided that they do not substantially alter the
terms. Any benefit derived from the stock options under this Stock
Option Plan will not be pensionable.
If a stock option holder breaches these terms, stipulations of
the Company and/or law and authority regulations, the Company has
the right to redeem free of charge all stock options of the option
holder which have not at the time of the breach been transferred or
used for share subscription. Notice on employment contract by the
option holder alone is not regarded as a breach as described
herein.
In the event of conflict between the Finnish and English
versions of these terms of the Stock Option Plan 2002, the Finnish
version of the terms shall prevail. The Company interpretation of
these terms will be decisive.
Any notices relating to this Stock Option Plan 2002 may be sent
by the Company to the stock option holder by post or e-mail. If the
stock options have been separately listed on a stock exchange, may
the Company submit notice by means of a stock exchange release.
The documentation for the stock options may be viewed at the
Company’s head office in Helsinki.
Additional information:
F-Secure Corporation
Taneli Virtanen, CFO tel. +358 9 2520
5655
http://www.f-secure.com/f-secure/investor_relations/option_programs.html
DISTRIBUTION
Helsinki Exchanges
Main media
