Qt Group Oyj - Company Announcement

Qt Group Oyj Board of Directors Decision on Stock Options 2016

Qt Group Oyj

Stock Exchange Release

22.6.2016 at 1.00 pm
The Board of Directors of Qt Group Oyj (the Company) has at its meeting on 22
June 2016 decided, by virtue of an authorization granted by the Annual General
Meeting of the Company held on 16 March 2015, to issue stock options to the key
persons of the Company or its group companies. The Company has an especially
weighty financial reason for the issue of stock options since the stock options
are intended to form part of the long-term incentive and commitment program for
the Company’s key persons on the following terms and conditions:

The maximum total number of stock options issued is 2,000,000, and they entitle
to subscribe for a maximum total of 2,000,000 new shares in the Company or
existing shares held by the Company (share). No stock option certificates are
issued for the stock options. The stock options shall be issued gratuitously to
the Company’s key persons.

Right to subscribe for shares

Each stock option entitles to subscribe for one (1) new share in the Company or
an existing share held by the Company. The share subscription price shall be
credited to the Company’s reserve for invested unrestricted equity.

The share subscription period for the stock options shall be 19 December 2019–31
December 2022. A precondition for the share subscription is that the value of
the Company’s share based on the trade volume weighted average quotation on the
NASDAQ OMX Helsinki Ltd is at least five euros and eighty-five cents (EUR 5.85)
between 11 November 2019 and 13 December 2019.

Share subscription price

The share subscription price for the stock options shall be the trade volume
weighted average quotation of the Company’s share between 1 June 2016 and 30
June 2016 and the share subscription price shall, nevertheless, always amount to
at least the highest share price quoted on the closing day 22 June 2016 when the
stock options have been issued and assigned to the key persons added with one
euro cent (EUR 0.01).

The full terms and conditions on the stock options program 2016 are attached to
this release.

Espoo, June 22, 2016

For more information, please contact:

Mika Pälsi, General Counsel, Qt Group Oyj, phone +358407461667

Qt Group Oyj

Juha Varelius

Chief Executive Officer

DISTRIBUTION

NASDAQ Helsinki
Principal media
www.qt.io

Qt Group Oyj

Qt Group Plc is responsible for Qt development, productization and licensing
under commercial and open source licenses. The Qt offering includes a
development environment that enables the reuse of software code across numerous
different operating systems, platforms and screen types, ranging from desktops
and embedded systems to wearables and mobile devices. Qt is used by
approximately 1 million developers worldwide and is the leading independent
technology behind millions of devices and applications. Qt is the platform of
choice for in-vehicle systems, industrial automation devices and other business
critical applications manufacturers, and is used by leading global players in
70+ industries. The Qt Company operates in China, Finland, Germany, Japan,
Korea, Norway, Russia and USA with about 200 employees worldwide. The Qt Group
is headquartered in Espoo, Finland and is listed on Nasdaq Helsinki Stock
Exchange. The company’s net sales in year 2015 was 27 MEUR.

To learn more visit http://qt.io

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APPENDIX 1

QT GROUP OYJ STOCK OPTIONS 2016

The Board of Directors of Qt Group Oyj (the Company) has at its meeting on 22
June 2016 decided, by virtue of an authorization granted by the Annual General
Meeting of the Company held on 16 March 2015, to issue stock options to the key
persons of the Company or its group companies, on the following terms and
conditions:

I STOCK OPTION TERMS AND CONDITIONS

1. Number of stock options

The maximum total number of stock options issued is 2,000,000, and they entitle
to subscribe for a maximum total of 2,000,000 new shares in the Company or
existing shares held by the Company (share). The Board of Directors shall decide
whether new shares in the Company or existing shares held by the Company are
given to the subscribers.

2. Stock Options

The stock options are marked with the symbol 2016. No stock option certificates
are issued for the stock options.

3. Right to stock options

The stock options shall be issued gratuitously to the Company’s key persons. The
Company has an especially weighty financial reason for the issue of stock
options since the stock options are intended to form part of the long-term
incentive and commitment program for the Company’s key persons.

4. Distribution of stock options

The Board of Directors shall decide upon measures relating to the distribution
of the stock options. The Board of Directors shall also decide upon the further
distribution of the stock options possibly returned later to the Company to the
key persons of the Company or of a company belonging to the same group of
companies (group company) on applicable terms and conditions.

The stock options are discretionary and a nonrecurring part of the incentive.
The stock options shall not constitute a part of employment or service contract
of a stock option recipient, and they shall not be regarded as salary or fringe
benefit. Stock option recipients shall have no right to receive compensation on
any grounds on the basis of stock options during employment or service or
thereafter.

Stock option recipients shall be liable for all taxes and tax‐related
consequences arising from receiving or exercising stock options (stock option
recipients shall also pay for any transfer tax consequences arising from stock
options or shares subscribed based on stock options, if needed). The Company or
group company shall be liable for all taxes, tax-related consequences and social
security expenses incurred to the Company or a group company as an employer
company.

5. Assignment of stock options

The Company shall hold the stock options on the stock option owner’s account
until the beginning of the share subscription period. As a starting point, the
stock options may be freely transferred and pledged only when the relevant share
subscription period has begun. The Board of Directors may, however, decide on
country-specific restrictions related to the transfer or pledge of stock options
or permit the transfer or pledge of stock options before the subscription
period.

6. Termination of employment or service relationship before share subscription
period

Should a key person cease to be employed by or in the service of the Company or
a group company for any reason other than permanent disability, death, statutory
retirement or retirement based on the service agreement, the key person is
obliged to immediately assign gratuitously to the Company, or its assignee, such
stock options for which the share subscription period has not begun. The Board
of Directors has the right to grant an exemption from this obligation at its
discretion.

Should the key person’s employment or service with the Company or a group
company terminate so that the key person gives notice of termination or
cancellation of the employment contract or service contract made with the
Company or a group company, the last day of such person’s employment or service
referred to in these terms and conditions shall be the date on which the notice
of the termination or cancellation was given.

7. Transfer of the stock options to the book-entry system

The Board of the Directors may decide to transfer the stock options 2016 to the
book-entry system. Should the stock options be incorporated into the book‐entry
securities system, the Company shall have the right to request and get
transferred all options within the obligation to be assigned in the a
termination event as described above, from the stock option owner’s book‐entry
account to a book‐entry account appointed by the Company without the consent of
the stock option holder. In addition, the Company shall be entitled to register
transfer restrictions and other corresponding restrictions concerning the stock
options on the stock option owner’s book‐entry account without the consent of
the stock option owner.

II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to subscribe for shares

Each stock option entitles to subscribe for one (1) new share in the Company or
an existing share held by the Company. The share subscription price shall be
credited to the Company’s reserve for invested unrestricted equity.

2. Share subscription and payment

The share subscription period for the stock options shall be 19 December 2019–31
December 2022.

A precondition for the share subscription is that the value of the Company’s
share based on the trade volume weighted average quotation on the NASDAQ OMX
Helsinki Ltd is at least five euros and eighty-five cents (EUR 5.85) between 11
November 2019 and 13 December 2019.

Share subscriptions shall take place at the head office of the Company or
possibly at another location and in a manner informed later. Upon subscription,
payment for the shares subscribed for shall be made to the bank account
designated by the Company.

The Board of Directors shall decide on all measures concerning the share
subscription. Due to local legislation or regulations, the Board of Directors
may set more specific conditions or restrictions concerning the share
subscription to option holders not tax resident in Finland.

3. Share subscription price

The share subscription price for the stock options shall be the trade volume
weighted average quotation of the Company’s share between 1 June 2016 and 30
June 2016 and the share subscription price shall, nevertheless, always amount to
at least the highest share price quoted on the closing day 22 June 2016 when the
stock options have been issued and assigned to the key persons added with one
euro cent (EUR 0.01).

The share subscription price of the stock options may be decreased in cases
mentioned in Section 7.

4. Registration of shares

Shares subscribed for and fully paid shall be registered on the book‐entry
account of the subscriber after the Board of Directors has approved the
subscriptions. Approval is made at least once every three months during the
subscription period.

5. Shareholder rights

The dividend rights of the new shares and other shareholder rights shall
commence when the shares have been entered in the Trade Register. Should
existing shares, held by the Company, be given to the subscriber of shares, the
subscriber shall be given the right to dividend and other shareholder rights
after the shares have been recorded in his/her book-entry account.

6. Share issues, stock options and other special rights entitling to shares
before share subscription

Should the Company, before the share subscription, decide on an issue of shares
or an issue of new stock options or other special rights entitling to shares,
the Board of Directors of the Company may decide that a stock option owner shall
have the same or an equal right as a shareholder. The possible equality is
reached in the manner determined by the Board of Directors, for example, by
adjusting the number of shares available for subscription, the share
subscription prices, terms of subscription on the threshold value as referred to
in Section 2. II or of any of these.

7. Rights in certain cases

7.1 Distribution of assets

Should the Company distribute dividends or assets from reserves of unrestricted
equity, from the share subscription price of the stock options may, by a
resolution of the Board of Directors, be deducted the amount of the dividend or
the amount of the distributable unrestricted equity per share decided after the
resolution by the Board of Directors on the issuance of stock option but before
the share subscription, as per the dividend record date or the record date of
the repayment of equity.

Should the Company reduce its share capital by distributing share capital to the
shareholders, from the share subscription price of the stock options may, by a
resolution by the Board of Directors, be deducted the amount of the
distributable share capital per shares decided after the resolution by the Board
of Directors on the issuance of stock option but before the share subscription,
as per the record date of the repayment of share capital.

7.2 Liquidation and
deregistration

Should the Company be placed into liquidation before the share subscription, the
Board of Directors may give stock option owner an opportunity to exercise
his/her share subscription right, within a period of time determined by the
Board of Directors. Should the Company be deleted from the register before the
share subscription, the stock option owner shall have the same right as, or an
equal right to, that of a shareholder.

7.3 Merger, demerger and change of the registered office

Should the Company resolve to merge with another company as a merging company or
merge with a new company to be formed in a combination merger, or should the
Company resolve to be demerged entirely, the Board of Directors can give a stock
option owner the right to convert the stock options into stock options issued by
the other company, in a manner determined in the merger or demerger plan, or in
a manner otherwise determined by the Board of Directors. Alternatively, the
Board of Directors can give a stock option owner the right to subscribe for
shares or sell stock options within a period of time determined by the Board of
Directors or prior to the registration of the implementation of the merger or
demerger taking into account the threshold value of the subscription term as
referred in Section II 2. After such period, share subscription right or
conversion right shall no longer exist.

The same proceeding shall apply to cross‐border merger or demerger. The Board of
Directors decides on the effect of any possible partial demerger on the stock
options. In the aforementioned cases, the stock option owners shall have no
right to require the Company to redeem the stock options from them at their
market value.

7.4 Acquisition or redemption of the Company’s own shares and acquisition of
stock options or other special rights entitling to shares

Acquisition or redemption of the Company’s own shares or acquisition of stock
options or other special rights entitling to shares shall have no impact on the
rights of the stock option owner. Should the Company, however, decide to acquire
or redeem its own shares from all shareholders, the stock option owners shall be
made an equivalent offer.

7.5 Redemption right and obligation

Should a shareholder be entitled and obliged to redeem all the shares of the
other shareholders before the expiration of the share subscription period,
pursuant to the Companies Act Chapter 18 Paragraph 1 §, on the basis that
shareholder possesses over 90 per cent of the shares and votes of the shares,
the stock option owner shall have an obligation corresponding to the
shareholders to assign all the stock options held by him/her provided that
redemption price exceeds the threshold value as referred in Section II 2. even
if the subscription period and the possible right to transfer had not be begun.

III OTHER MATTERS

These terms and conditions shall be governed by and construed in accordance with
the laws of Finland. Disputes arising in relation to the stock options shall be
finally settled by arbitration in accordance with the Arbitration Rules of the
Central Chamber of Commerce. The arbitration proceedings shall take place in
Helsinki, and the arbitration tribunal consists of one arbitrator.

The Board of Directors may unilaterally decide on amendments to these terms and
conditions due to a justified reason. Such reason might be, for example, a
significant change in the Company's financial position or operating
environment.

In addition, the Board of Directors may unilaterally decide on technical
amendments to the terms and conditions which are due to the incorporation of the
stock options into the book‐entry securities system as well as on more specific
terms and conditions for share subscription in any other country than in Finland
as well as on other amendments and specifications to these terms and conditions
which are not considered material.

The Board of Directors shall decide on matters related to the stock options and
it may also give stipulations binding on the stock option owners. In consequence
of a long-term absence (study leave, unpaid leave or long-term sick leave) key
person’s stock options may be gratuitously redeemed by a unilateral decision of
the Board of Directors before the subscription period begins so that the
allocated number of stock options will be adjusted to the working time performed
before the beginning of the subscription period.

Should the stock option owner act against these terms and conditions, or against
the instructions given by the Company on the basis of these terms and
conditions, or against applicable law, or against the regulations of the
authorities, the Company shall be entitled to gratuitously withdraw the stock
options which have not been assigned or with which shares have not been
subscribed for, from the stock option owner.

The terms and conditions of the stock options have been prepared separately in
English and this is a summary of legal terms of the stock options in English.
The English language full stock option terms shall prevail.