Ixonos - Company Announcement

Ixonos' management invests in the company's shares as part of new management incentive plan

Ixonos Plc          Stock Exchange Release          4 October 2010 at 09:30


IXONOS' MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS PART OF NEW MANAGEMENT
INCENTIVE PLAN 

The Board of Directors of Ixonos Plc has decided on a new incentive plan
directed to the management of the Ixonos Group. The purpose of the plan is to
commit the management to the company by encouraging them to acquire and hold
the company's shares, and this way increase the company's shareholder value in
the long run. Through this incentive plan, President and CEO Kari Happonen and
nine other members of Ixonos' management invest their personal funds in the
company's shares, carrying the actual owner risk for the part of their personal
investment. The number of participants in the plan may be later increased with
additional members of the company's management. 

For the purpose of the share ownership, the participants will establish a
limited liability company named Ixonos Management Invest Oy, whose entire share
capital they own. On the basis of authorization granted by the Extraordinary
General Meeting of Shareholders of Ixonos Plc held on 1 June, 2010, the Board
of Directors of the company decided on a share issue against payment directed
to Ixonos Management Invest. In the share issue, a maximum total of 467,630 new
shares in the company will be offered for subscription by Ixonos Management
Invest, in derogation from the shareholders' pre-emptive subscription rights.
There are weighty financial reasons for the derogation from the shareholders'
pre-emptive subscription rights as the shares to be issued in the share issue
will be used for the implementation of the incentive and commitment plan of the
participants. 

The subscription price of a new share is EUR 2.44 per share. The subscription
price corresponds to the average quotation of the company´s share on NASDAQ OMX
Helsinki Ltd. during 5 August - 11 August, 2010. 

The acquisition of shares will be financed by capital investments in Ixonos
Management Invest by the participants, in the total amount of approximately EUR
230,000 as well as by a loan of maximum EUR 1.2 million that the Board of
Directors has decided to grant to Ixonos Management Invest, as part of the
incentive plan, to finance the acquisition of the shares. Upon establishment
EUR 920,000 will be drawn from the loan. 

The incentive plan will be valid until summer 2013 after which the plan is
intended to be dissolved in a manner to be determined later. The plan may be
dissolved, e.g., by merging Ixonos Management Invest with the company, or by
selling the shares held by Ixonos Management Invest to the company or
otherwise. The plan will be continued by one year at a time, in case the
company's share price in April - May 2013 or 2014 is lower than the average
share price which Ixonos Management Invest paid for the company's shares. The
loan granted by the company, will be paid back entirely at the latest when the
incentive plan is dissolved i.e. by 1 July, 2015. 

During the validity of the plan, the transfer of the company's shares held by
Ixonos Management Invest has been restricted. The share ownership in Ixonos
Management Invest by the participants will mainly be valid until the
dissolution of the plan. If the employment or service of a participant ends
before the dissolution of the plan, for reasons related to participant, his or
her share in Ixonos Management Invest may be redeemed before the dissolution of
the plan without him or her gaining any financial benefit from the plan. 

The subscription price of the Ixonos' shares subscribed by Ixonos Management
Invest will be paid upon subscription. The share subscription period is 1
October - 27 October, 2010. The subscription price of the new shares will be
credited to the reserve for invested unrestricted equity of the company. Right
to dividend and other shareholder rights will commence after the new shares
have been entered into the Trade Register. The shares will be registered on the
book-entry account of the subscriber and they will be applied for public
trading on NASDAQ OMX Helsinki Ltd after the shares have been entered into the
Trade Register. 

The number of the company's shares will be 15,102,484 after the Trade Register
entry of the new shares. The shares to be subscribed in the share issue will
represent a maximum of 3.1% of the number of shares after the share issue. 

IXONOS PLC  
Board of Directors

For more information, please contact:
Ixonos Plc, Kari Happonen, President and CEO, tel. +358 400 700 761,
kari.happonen@ixonos.com 


Distribution:
NASDAQ OMX Helsinki
Main media

Attachments:

ixonos_management_invests_on_company_20101004.pdf