REVENIO GROUP CORPORATION STOCK EXCHANGE RELEASE 27 March at 10.05 a.m.
THE TERMS THE OF REVENIO GROUP CORPORATION STOCK OPTION SCHEME 2007 FROM 27
MARCH 2013
The Terms of the Revenio Group corporation stock option scheme 2007 have been
amended by The Board in 21 March, 2013 to match the situation created by the
reverse share split, entered into trade register 27 March 2013. The current
terms are as follows:
1. Number of Option Rights
A maximum of 3,684,365 option rights shall be granted, entitling the holders to
subscribe in total for a maximum of 368,436 of Revenio's new shares. One option
right entitles its holder to subscribe for one share.
2. Option rights
Of the option rights, 1,684,365 shall be marked series A; 1,000,000 series B and
1,000,000 series C. The company shall send the recipients of the option rights
written notification of the option rights granted.
The option rights shall be issued in the book-entry securities system.
3. Recipients of the Option Rights
By way of deviation from the shareholders' subscription privilege, the option
rights shall be granted to members of Revenio Group's management and to
Revenio's wholly owned subsidiary, Done Medical Oy. This deviation from
shareholders' subscription privilege has been made because the option rights are
intended to form part of Revenio Group's staff incentive scheme.
During the issue phase, all 2007B and 2007C option rights, as well as part of
the 2007A option rights, shall be allocated to Done Medical Oy.
4. Allocation of the Option Rights
The option rights shall be allocated in a way determined by the Board. Done
Medical Oy shall be granted option rights insofar as they are not allocated to
members of Revenio Group management. Revenio's Board shall decide on the
allocation of option rights to be granted to Done Medical Oy, or later
relinquished to it, to any members of the management employed by, or to be
recruited by, Revenio Group.
The company shall send the recipients of the option rights written notification
of the option rights offered. These option rights shall be granted as soon as
the recipient thereof has accepted the offer made by the company.
5. Disposal and Relinquishment of the Option Rights
Option rights for which the subscription time referred to in section II.2 has
not yet commenced cannot be transferred to a third party or lodged as securities
without the express written consent of the company's Board of Directors. The
option rights are freely transferable as soon as their respective subscription
time has commenced. The option holder is obliged to notify the company in
writing without delay of any intentions to dispose of his or her option rights.
Notwithstanding the above, the Board may grant permission for the transfer of
option rights earlier.
If the option holder's work or employment relationship with Revenio Group
terminates for reasons other than retirement or death, he or she must, without
delay, relinquish without compensation, to the company or its nominee any such
option rights for which the subscription time, as specified under II.2, has not
commenced on the termination date of the work or employment relationship. In
such cases, the Board may, however, decide that the option holder may keep all
or a portion of the option rights subject to relinquishment.
Irrespective of whether or not the option holder has offered to relinquish the
option rights to the company, the company is entitled to notify the option
holder in writing that the option holder has forfeited his or her option rights
for the reasons mentioned above. Irrespective of whether or not the company has
been offered back the option rights, the company shall be entitled to lodge an
application for, and have all relinquishable option rights transferred from, the
option holder's book-entry account to its designated book-entry account without
the consent of the option holder. Furthermore, the company is entitled to have
any restrictions on the right of disposal of option rights, and any similar
restrictions, registered in the option holder's book-entry account without the
holder's consent.
II TERMS RELATING TO THE SHARE SUBSCRIPTION
1. Right to Subscribe for New Shares
Ten option rights entitle their holder to subscribe for one (1) new
share in the company. As a result of the share subscriptions, the number of
the company's shares may increase by a maximum of 368,436 new shares. The
subscription value of a share will be recorded in the distributable equity
fund. As Revenio's subsidiary, Done Medical Oy cannot subscribe for
Revenio's shares under the option rights.
2. Share Subscription and Payment
The subscription period for the shares is as follows:
For option rights A: May 1, 2009 - May 1, 2013
For option rights B: November 1, 2010 - November 1, 2014
For option rights B: May 1, 2012 - May 1, 2016
The subscription of the shares shall take place at the company's headquarters or
another location to be announced at a later date. Shares must be paid for at the
time of subscription, into a bank account specified by the company. The company
shall decide on all measures associated with the share subscription.
3. Share Subscription Price
The share subscription prices are:
- For option rights 2007A, the trade-weighted average price of Revenio's shares
on the Helsinki Stock Exchange during November 1 - 30, 2007, multiplied by ten
- For option rights 2007B, the trade-weighted average price of Revenio's shares
on the Helsinki Stock Exchange during April 1 - 30, 2009, multiplied by ten
- For option rights 2007C, the trade-weighted average price of Revenio's shares
on the Helsinki Stock Exchange during November 1 - 30, 2010, multiplied by ten.
The subscription price of a share to be subscribed for via option rights will be
reduced after the period determining the subscription price has ended, by the
number of dividends set before the share subscription, on the record date of
each dividend payment. Insofar as the dividend record date falls before the
reverse share split date, the amount of the share-specific dividend will be
multiplied by ten. However, the minimum subscription price of a share is always
EUR 0.01.
4. Registration of Option Rights and Shares
The option rights used for stock subscriptions shall be debited from the
subscriber's book-entry account and shares subscribed and fully paid for will be
entered into it.
At its quarterly meetings, the company's Board of Directors approves any share
subscriptions made, and based on these approved subscriptions sends notification
of the increase in share capital to be registered without delay, and in order
for the new shares to be made available for trading together with the other
publicly traded shares of the company.
However, before the Annual General Meeting, the Board has no obligation to
approve any subscriptions completed after the close of the financial year.
5. Shareholder Rights
The shares' dividend entitlement and other shareholder rights shall commence
once the shares have been entered into the Trade Register.
6. Share Issues, Convertible Bonds and Option Rights prior to the Share
Subscription
If, prior to the share subscription, the company decides on a rights issue or on
granting new option rights or other special share entitlement rights, the option
holder shall have the same or equal rights as a shareholder. This equality shall
be implemented as decided by the Board of Directors, so that the number of
shares available for subscription, the subscription prices, or both, shall be
modified.
Rights in Certain Special Cases
If the company pays dividends or distributes assets from its distributable
equity fund, the subscription price of a share, to be subscribed via an option
right, shall be reduced once the determination period for the subscription price
has commenced, by an amount equivalent to the dividend decided before the share
subscription, or by an amount equivalent to distributable equity, on the record
date of each payment of the dividends or return of capital.
If the company reduces its share capital by distributing share capital to
shareholders, the subscription price of shares to be subscribed via option
rights shall be reduced after the commencement of the determination period of
the subscription price and by an amount equivalent to the distributable equity
decided before the share subscription, on the record date of the return of
capital.
If, prior to the share subscription, the company goes into liquidation, the
option holders will be reserved the opportunity to use their option rights
during a period of time set by the Board before the liquidation commences.
If the company is removed from the Trade Register prior to the share
subscription, an option holder shall be entitled to the same or equivalent
rights as a shareholder.
If the company decides to merge with another company (as a merging company) or
to merge with a company formed as a result of a combination merger or decides to
demerge, the option holders shall be granted the right to subscribe for shares
during a specific period of time set by the Board prior to the merger or
demerger. After this, the entitlement to share subscription will cease to exist.
If the transfer of the option rights is banned under section I.5, the option
holder has, nevertheless, the right to dispose of his or her option rights
during the specific period of time set by the Board prior to the merger or
demerger. The provisions of Chapter 16, Section 13 of the Limited Liability
Companies Act shall be applied to the redemption of option rights. The purchase
or redemption of treasury shares or the acquisition of option rights or other
special share entitlement rights shall not affect the status of the option
holder. However, if the company decides to purchase or redeem its treasury
shares from all shareholders, the option holders must be made an equivalent
offer.
If, prior to the end of the share subscription period, any shareholder gains a
redemption right or obligation to all shares under Chapter 18, Section 1 of the
Limited Liability Companies Act, based on the fact that the said shareholder
holds more than 90% of the company's shares and associated voting rights, the
option holders shall be reserved the right to exercise their share subscription
right during the specific period of time set by the Board, or be reserved an
equal opportunity alongside other shareholders to sell their option rights to
the buyer irrespective of the transfer restriction outlined in I.5 above. Any
shareholder who gains a holding of more than 90% of the company's shares and
associated voting rights shall be entitled to buy the option rights owned by an
option holder and, should the shareholder decide to exercise this right, the
option holder shall have the obligation to sell his or her option rights to the
shareholder at a market price.
If, prior to share subscription, any shareholder is vested with a redemption
obligation for shares owned by others under Section 6, Subsection 6 of the
Securities Market Act, the option holder can, without the restriction described
in I.5 above applying, offer his or her own option rights to be redeemed by the
buyer or to be exchanged for the buyer's option rights, under equal terms with
existing shareholders, as applicable.
III OTHER ASPECTS
These terms and conditions shall be governed by the laws of Finland. Any
disputes concerning option rights shall be resolved through arbitration
proceedings, in compliance with the rules of the Arbitration Institute of the
Central Chamber of Commerce of Finland.
The Board of Directors may decide on the transfer of option rights to a book-
entry securities system at a later date, together with any technical
modifications to these terms and conditions, as well as on other modifications
and specifications that may be deemed immaterial. The Board shall decide on any
other aspects in relation to option rights. All documents concerning option
rights are available for viewing at the headquarters of Revenio Group
Corporation.
The company shall be entitled to take back any unrelinquished or unsubscribed
option rights of any option holders without compensation if the option holder
violates these terms and conditions or any orders given by the company pursuant
to these terms and conditions, or acts against the applicable laws or orders
issued by public authorities.
These terms and conditions have been written in Finnish and in English. In the
event of any conflict, the Finnish version shall prevail.
Revenio Group Corporation
Olli-Pekka Salovaara
President and CEO
For additional information please contact:
Olli-Pekka Salovaara, President & CEO, +358 (0)40 567 5520 (mobile)
olli-pekka.salovaara@revenio.fi
Juha Kujala, Director, business development, +358(0)40 7349017 (mobile)
juha.kujala@revenio.fi
http://www.revenio.fi
[HUG#1688515]
Revenio Group Corporation: THE TERMS OF STOCK OPTION SCHEME 2007 FROM 27 MARCH 2013
| Source: Revenio Group Oyj