2007-10-31 10:52:36 CET
2007-10-31 10:52:36 CET
REGULATED INFORMATION
F-Secure Oyj - Corporate Action
2002 C3-warrants of F-Secure Corporation consolidated into 2002 C1/C2-warrants and listed
2002 C3-warrants of F-Secure Corporation will be consolidated into 2002
C1/C2-warrants on October 31, 2007. After that the name of the warrants will be
F-Secure Corporation 2002 C1/C2/C3 warrants and the ISIN-code F10009610190.
F-Secure Corporation has applied for listing of additional batch of 2002
C1/C2-warrants on the main list of Helsinki Exchange after the consolidation.
Helsinki Exchange has decided on October 24, 2007 that the trading with 2002
C1/C2/C3-warrants of F-Secure Corporation will commence on November 1, 2007.
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
559,058 C1-warrants have been distributed to 8 warrant holders, a total of
236,717 C2-warrants have been distributed to 72 warrant holders and a total of
329,066 C3-warrants have been distributed to 61 warrant holders. Each
C1/C2/C3-warrant entitles holders to subscribe for one F-Secure share at a price
of EUR 1,60. The subscription time for C1-warrants began on November 1, 2005,
for C2-warrants on November 1, 2006 and will begin for C3-warrants on November
1, 2007. The subscription time for C1/C2/C3-warrants will end on December 31,
2008. In aggregate the C1-warrants entitle holders to subscribe for 559,058
shares, the C2-warrants for 236,717 shares and the C3-warrants for 329,066
shares.
Trading with the C1/C2/C3-warrants of F-Secure Corporation 2002 Stock Option
Plan will commence on the Helsinki Exchanges on November 1, 2007. The basic
information of C1/C2/C3-warrants is as follows:
Trading code: FSC1VEW702
ISIN-code: FI0009610190
Subscription ratio: 1 (FSCIVEW402): 1 (FSCIV)
Subscription price: 1,60 EUR / share
Subscription period: 1.11.2005/2006/2007 - 31.12.2008
Number of warrants: 1,124,841
F-Secure Corporation
Kimmo Alkio
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
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
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.
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.
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.
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.
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.
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.
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.
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
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