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2008-12-17 08:00:00 CET 2008-12-17 08:00:01 CET REGULATED INFORMATION SSH Communications Security - Company AnnouncementThe share-based commitment and incentive system of the Managing Director at SSH Communications Security Corp.SSH COMMUNICATIONS SECURITY CORP. STOCK EXCHANGE RELEASE DECEMBER 17, 2008 AT 9:00 AM. The share-based commitment and incentive system of the Managing Director at SSH Communications Security Corp. The Board of SSH has decided upon a chargeable share issue directed to the managing director and upon the issuing of option rights by virtue of an authorization received by it from the General Meeting on 27 March 2008. In the share issue it was deviating from the shareholders' pre-emptive right offered to the managing director of the company, Jari Mielonen, a subscription of in total 68,493 new shares. The subscription price is in total 50,000 euro, i.e. approximately 73 cents (0.73000 euro) per share. The subscription shall be paid by 31 January 2009. On the basis of the share issue the number of the company's shares increases from the existing 28,550,275 shares at most to 28,618,768 shares. The share capital of the company shall due to the issue increase from the existing 856,508.25 euro at most to 858,563.04 euro. The shares to be subscribed for in the share issue represent about 0.24 % of the number of shares and votes subsequent to the share issue. The new shares shall become the object of public trade at estimate in February 2009. The Board of SSH has decided to grant to the managing director Jari Mielonen 500,000 option rights which entitle to subscribe for in total a maximum of 500,000 new shares of SSH. The subscription price of a share to be subscribed for with an option right increases depending on the option rights gradually from 1.35 euro to 1.56 euro in a way which becomes more specifically apparent in the option terms. Respectively, the subscription period of the shares to be subscribed for by virtue of the option rights begins gradually on 16 December 2009, on 16 December 2010, on 16 September 2011 and on 16 December 2012, and terminates in respect of all option rights on 16 December 2013. The shares shall be paid upon subscription. The share capital of the company can due to the share subscriptions based on the option rights increase in total at most with 15,000 euro. SSH COMMUNICATIONS SECURITY CORP. THE BOARD OF DIRECTORS Further information: Pekka Rauhala, General Counsel, tel. +358 20 500 7522 Distribution: NASDAQ OMX Helsinki Ltd. The Main Media www.ssh.com APPENDIX OPTION TERMS 1/2008 The Board of SSH Communications Security Corp. has on 16 December decided on the basis of an authorization given to it on 27 March 2008 to issue option rights to the managing director, Jari Mielonen, of SSH Communications Security Corp. (hereinafter also the ”Company”)on the following terms: I TERMS OF THE OPTION RIGHTS 1. Number of the option rights It shall in total be issued 500,000 option rights and they entitle to subscribe for in total a maximum of 500,000 new shares of the Company. 2. Directing of the option rights Deviating from the pre-emptive subscription right of the shareholders the option rights shall be issued gratuitously to the managing director of the Company. The offered option rights shall be subscribed for by 31 December 2008 according to the instructions to be given. The place of subscription shall be the head office of the Company or other place determined by the Board. The approval of the subscription of the option rights shall take place in the time and way announced by the Company's Board. It shall be deviated from the pre-emptive subscription right of the shareholders because the option rights are meant as a part of the reward and incentive system meant for the Company's managing director in order to improve his commitment and work motivation. Therefore it is considered that there is a weighty financial reason for it in respect of the Company. 3. Option rights The Company issues in total 500,000 option rights. Of the option rights 125,000 option rights shall be identified with the symbol "1/2008A", 125,000 option rights shall be identified with the symbol "1/2008B", 125,000 option rights shall be identified with the symbol "1/2008C" and 125,000 option rights shall be identified with the symbol”1/2008D”. To the holder of an option right shall at request be given the option certificates when the share subscription period with the option rights has begun, unless the option rights have been taken to the book-entry system. To the option rights are directed the restrictions in accordance with paragraph I.4. of these terms. 4. Prohibition of transfer and pledge and obligation to return The option rights cannot be transferred to a third party or pledged without the consent of the Company. The Board shall decide upon the giving of the consent. The option rights shall, however, be freely transferable when the share subscription period in respect of an option right identified with the letter symbol in question has begun. The Company shall preserve the option rights and the possibly given option certificates on behalf of the holder of the option right until the beginning of the share subscription period, whereafter the holder shall be entitled to receive the possibly given share certificates. The holder of an option right is obliged to immediately inform the Company in writing, in case the holder will transfer his/her option rights. In case the employment of the managing director terminates before the subscription period in respect of a part of or all of the option rights has begun, the subscriber of the option rights or the beneficiary of the subscriber shall immediately offer to the Company or a party determined by the Company gratuitously all such option rights in respect of which the subscription period in accordance with paragraph II.2. had not begun on the date of termination of the employment. The Board may, however, due to special reasons in these cases decide that the holder of the option right can keep the option rights being as the object of the obligation to offer or a part of such option rights. The Company may, regardless of whether the subscriber of the option rights or the beneficiary of the subscriber has or has not offered the option rights to the Company, unilaterally notify in writing that the option right has been lost due to the termination of the employment. In case the option rights are transferred to the book-entry system, the Company shall, regardless of whether the option rights have been offered to it or not, have the right to apply for and get all the option rights belonging to the sphere of obligation to offer transferred from the book-entry account of the holder of the option right to the book-entry account determined by the Company without the consent of the holder of the option right. The Company shall also be entitled to register the restrictions of transfer concerning the option rights as well as other similar restrictions to the book-entry account of the holder without his/her consent. The Board of the Company is entitled to decide whether it shall issue the option rights returned to the Company further to third parties or whether it shall vitiate the returned option rights. 5. Option rights and the book-entry system The option rights can be emitted within the book-entry system. The Board decides upon the possible registration to the book-entry system and upon the proceedings and schedule related to this. In case the option rights are registered in the book-entry system, the subscriber shall immediately before it open the required book-entry account and a bank account related to that. To the option rights are directed the restrictions in accordance with paragraph I.4. of these terms. If the options are registered in the book-entry system, these restrictions shall be registered as restrictions concerning all option rights also in the book-entry system. II TERMS OF THE SHARE SUBSCRIPTION 1. Right to subscribe for new shares Each option right entitles to subscribe for one (1) new share of the Company with the nominal value of three cents (0.03 euro). The share capital of the Company may due to the share subscriptions increase in total at most with 15,000.00 euro and the number of the shares may increase in total at most with 500,000 new shares. 2. Subscription and payment of the shares The share subscription period for the option rights identified with the different letter symbols is following: For option right 1/2008A between 16 December 2009 and 16 December2013 For option right 1/2008B between 16 December 2010 and 16 December 2013 For option right 1/2008C between 16 December 2011 and 16 December 2013 For option right 1/2008D between 16 October 2012 and 16 December 2013. The subscription of the shares takes place in the head office of the Company or possibly in some other place to be informed later. The subscriber shall assign to the Company the possibly drawn option certificate on the basis of which the share subscription takes place or, in case the option rights have been registered in the book-entry system, the option right used for the share subscription shall be removed from the subscriber's book-entry account. The shares shall be paid upon subscription to the bank account determined by the Company. Of the subscription price 0.03 euro corresponding to the nominal value of a share shall be registered to the share capital and the remaining part to the fund of invested free equity. The Board of the Company shall decide upon all measures related to the share subscription. 3. Subscription price of the shares Share subscription price for option right 1/2008A is 1.35 euro per share. Share subscription price for option right 1/2008B is 1.42 euro per share. Share subscription price for option right 1/2008C is 1.49 euro per share. Share subscription price for option right 1/2008D is 1.56 euro per share. The subscription price exceeds the market price of the share at the moment of decision-making concerning the issuing of option rights. On the basis of the determining of the price are the objectives given to the managing director by the Board. The subscription price of a share to be subscribed with an option right shall be decreased in special cases and times mentioned hereinafter separately in paragraph II.7. The subscription price of a share shall, however, always be at least the nominal value of a share. 4. Registration of shares The subscribed and fully paid shares shall be registered to the subscriber's book-entry account. 5. Shareholder rights The shareholders' right to dividend and other shareholder rights shall commence after the new shares and the share capital increase have been registered in the Trade Register. 6. Share issues and option rights and other special rights to the shares before the share subscription In case the Company decides before the share subscription upon a share issue or the issuing of new option rights or other special rights entitling to shares, the holder of an option right shall have the same or equal right compared with the shareholder. The equality shall be implemented in a manner resolved by the Board so that the number of the shares or the subscription prices of the shares to be subscribed for, or both, are amended. 7. Rights in certain special cases In case the Company decides before the termination of the subscription period to distribute assets as dividend from the fund of free equity or by reducing its share capital, the subscription price of a share to be subscribed for with an option right shall be reduced with an amount corresponding to the amount of the dividend and distributable capital to be decided upon before the share subscription on the record date of each dividend distribution or other distribution of assets. In case the Company reduces its share capital before the share subscription by distributing its share capital to the shareholders, the subscription price of a share to be subscribed for with an option right shall be reduced with the share-specific amount of the share capital to be distributed before the share subscription on the record date of the return of the share capital. In case the Company decides after the subscription period has begun to acquire or redeem its own shares with an offer to be made to all shareholders, to the holder of the option rights shall be made an equal offer. In other cases the acquiring or redeeming of own shares or the acquiring of option rights or other special rights entitling to shares does not have influence on the position of the holder of the option rights. Should the Company be placed into liquidation before the share subscription, the holders of the option rights shall be given the opportunity to use the share subscription right during a period determined by the Board prior to the commencement of the liquidation by virtue of all the option rights in respect of which the share subscription period has not yet terminated. If the Company is removed from the register before the share subscription, the holder of an option right shall have the same or equal right compared with a shareholder. In case the Company resolves to merge with another company or with a company to be formed, or resolves to be divided, the holders of the option rights shall be entitled to subscribe for the shares within a period of time determined by the Board before the merger or demerger by virtue of all those option rights in respect of which the share subscription period has not yet terminated. Thereafter there does not anymore exist a right for share subscription. To the redeeming of option rights shall be applied the provisions of Section 13 of Chapter 16 of the Companies Act. In case it is before the termination of the share subscription period made a public purchase offer for the shares of the Company as meant in the Securities Markets Act and in case the Board of the Company recommends the accepting of this offer, to the holder of an option right shall be given an opportunity to use the share subscription right within a period of time determined by the Board by virtue of all those option rights in respect of which the share subscription period has not yet terminated. In case it before the termination of the share subscription period develops a situation pursuant to Section 1 of Chapter 18 of the Companies Act where someone has more than nine tenths (9/10)of all shares and votes of the Company and thereby a right and obligation of redemption in respect of the minority shareholders to the holder of an option right shall be given an opportunity to use the share subscription right within a period of time determined by the Board by virtue of all those option rights in respect of which the share subscription period has not yet terminated. A shareholder whose proportion of the shares of the Company and of the votes produced by the shares has risen to over nine tenths (9/10) shall have the right to buy the option rights of the holder of the option right and if a shareholder uses this right the holder of the option right shall be obliged to sell them to the shareholder at market price. III OTHER MATTERS To the terms of option rights shall be applied the law of Finland. Disputes concerning the option rights shall be resolved in arbitration according to the Arbitration Rules of the Finnish Central Chamber of Commerce by using one arbitrator. The Board of the Company can make to these terms such technical amendments and specifications which shall not be held as substantial. The Board decides upon other matter related to the option rights and it can give orders binding on the holder of the option rights and amend other terms mentioned in these terms of option rights excluding substantial terms. The documents concerning the option rights are available at the head office of the Company. The receiver of the option rights shall not on any basis during or after the employment in the Company be entitled to any compensation related to the option rights. The Company may take measures which it considers necessary without hearing out the receiver of the option rights in order to fulfill the statutory payment obligations or other obligations related to the option rights and in order to enhance the administration of the option plan. Among other things in order to implement its withholding obligations the Company has the right to keep back the necessary amount of the income accrued to the receiver of the option rights by the transfer of the option rights or the sale of shares subscribed for by virtue of the option rights. If the holder of option rights breaches the decisions, orders or instructions given by the Company on the basis of these terms, or acts contrary to applicable laws or regulations of the authorities, the Company has the right to redeem from the holder of the option right free of charge to itself or to a party determined by it the option rights which have not been transferred or used for share subscription. All notices related to these terms of option rights from the Company to the holders of the option rights can be sent either by post or to an e-mail address informed to the Company. |
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