All C-warrants of the Bond Loan with Warrants 1998 of Jaakko Pöyry Group Oyj will be traded on the Helsinki Exchanges Main List as of April 2, 2002. The 1998 C-warrants will be traded together with the listed 1998 A/B-warrants.
The total number of C-warrants is 520 000. Each C-warrant entitles its holder to subscribe for one (1) Jaakko Pöyry Group Oyj share. In the aggregate, the C-warrants entitle holders to subscribe for 520 000 shares in Jaakko Pöyry Group Oyj. The shares can be subscribed with the warrants from April 1, 2002 to April 30, 2005. The share subscription price with warrants is EUR 9.62/share. The dividends payable annually shall be deducted from the share subscription price.
JAAKKO PÖYRY GROUP OYJ
Erkki Pehu-Lehtonen
President and CEO
Teuvo Salminen
Executive Vice President
Enclosure:
Terms and Conditions of the Bond Loan with Warrants 1998
Enclosure 2(5)
TERMS AND CONDITIONS OF BOND LOAN WITH WARRANTS IN THE JAAKKO PÖYRY GROUP
At its meeting on 30 March 1998 the Annual General Meeting of Shareholders of Jaakko Pöyry Group Oyj (the "Company") resolved that a bond loan with warrants be issued on the following terms and conditions:
I TERMS AND CONDITIONS OF THE BOND LOAN
1. The amount of the bond loan and the unit size
The amount of the bond loan with warrants is thirteen million (13 000 000) Finnish marks. Twenty-six thousand (26 000) bond certificates in the nominal value of five hundred (500) Finnish marks will be issued for the bond loan. To each bond certificate will be attached fifty (50) warrant certificates, of which fifteen (15) will be marked with the letter A, fifteen (15) with the letter B and twenty (20) with the letter C.
2. Subscription rights
The bonds will be offered for subscription to the personnel of the Jaakko Pöyry Group, to the members of the Board of Directors and to a wholly-owned subsidiary of the Company specified by the Board of Directors of the Company. The bond loan and the warrants may not, with a few exceptions, be offered, sold or delivered, directly or indirectly, in or into the United States. It is proposed that the shareholders' pre-emptive right to subscription be disapplied, since the bond loan with warrants is intended to form part of an incentive program.
3. Term of the bonds
The bonds will be dated 15 May 1998. The term of the bonds is three (3) years. The bond loan shall be repaid in one instalment on 15 May 2001.
4. Rate of issue
The rate of issue of the bond loan is one hundred (100) per cent.
5. Interest
An interest of three (3) per cent p.a. shall be paid on the loan.
6. Subscription of the bonds, acceptance of the subscriptions and payment of the subscriptions
The bonds are offered for subscription during the period 14 April 1998 - 15 May 1998. The subscription shall take place at the head office of Jaakko Pöyry Group Oyj in Vantaa. The Board of Directors of the Company accepts the subscriptions. The maximum subscription for others than for members of the Board of Directors employed by
3(5)
the company is 100 000 Finnish marks. A subscription can be accepted in its entirety, in part or completely rejected. If the bond loan is oversubscribed the Board of Directors will decide upon reductions of the subscriptions. If the bond loan is undersubscribed the remaining bond certificates will be given to a subsidiary of Jaakko Pöyry Group Oyj for subscription.
The subscriber will be notified of the acceptance in writing. The amount of the bond certificates shall by 5 June 1998 be paid to the bank account assigned by the Company.
7. Prohibition of transfer and obligation to offer
The warrant certificates shall be kept by the Company until the start of the subscription period. The subscriber shall have the right to receive the warrant certificates at the start of the relevant subscription period.
The warrant certificates are freely transferable when the relevant share subscription period has begun. The Company may, as an exception to the above, permit the transfer of a warrant certificate also before such date. Such permission is granted by the Board of Directors.
If the employment of the subscriber in the Jaakko Pöyry Group for any other reason than the death or retirement of the employee ends before 1 April 2002, the subscriber shall without delay without compensation offer to the Company such warrant certificates where the share subscription period mentioned above under section II.2 had not begun when the employment ended.
II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION
1. The right to subscribe for new shares
Each warrant certificate entitles its holder to subscribe for one (1) share in Jaakko Pöyry Group Oyj with the nominal value of five (5) Finnish marks. As a result of the
subscriptions the share capital of Jaakko Pöyry Group Oyj may be increased by a maximum of 1 300 000 new shares, i.e., by a maximum of 6 500 000 Finnish marks.
2. Share subscription and payment
The share subscription period starts
- for warrant certificate A on 1 April 2000
- for warrant certificate B on 1 April 2001
- for warrant certificate C on 1 April 2002
The share subscription period ends on 30 April 2005 for all warrant certificates.
4(5)
The share subscription shall take place at the head office of Jaakko Pöyry Group Oyj and possibly at another location to be determined later. The shares shall be paid upon subscription.
3. Share subscription price
The share subscription price shall be the trade volume weighted average price in the Helsinki Stock Exchange of the Jaaako Pöyry Group Oyj share during the period 27 February - 29 March 1998 with an addition of nine (9) Finnish marks and rounded off upwards to the nearest full mark. The share subscription price shall amount to a minimum of sixty-five (65) Finnish marks. From the share subscription price shall, as per the date when the relevant dividend is available for payment, be deducted the amount of the dividend distributed after 30 March 1998 but before the date of subscription for shares. The share subscription price shall nevertheless always amount to at least the nominal value of the share.
4. Registration of shares
Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.
5. Shareholder rights
Shares shall entitle to dividend for the financial year in which the subscription takes place. Other shareholder rights shall commence when the increase of the share capital has been entered into the trade register.
6. Share issues, convertible bonds and warrants before share subscription
Should the Company, before the subscription for shares, raise its share capital through an issue of new shares, or issue new convertible bonds or warrants, a warrant holder shall have the same right as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the amount of shares available for subscription, the subscription price or both of these.
Should the Company, before the subscription for shares, raise its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of warrant certificates remains unchanged. If the number of shares that can be subscribed for by virtue of one warrant certificate should be a fraction, the fractional part shall be taken into account by reducing the subscription price.
7. The rights connected to the warrant certificate and the rights of the holder of the bond in certain situations
If the Company reduces its share capital before the subscription for shares, the subscription right of the warrant holder shall be
5(5)
adjusted accordingly as specified in the resolution to reduce the share capital.
If the Company is placed in liquidation before the subscription for shares, the warrant holder shall be given an opportunity to exercise his subscription right before the liquidation begins within a period of time determined by the Board of Directors.
If the Company is placed in liquidation during the term of the bond loan, the bond loan will fall due in ninety (90) days from the date when the liquidation was registered in the trade register.
If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the warrant holder shall before the merger or division be given the right to subscribe for the shares within the period of time determined by the Board of Directors. After such date no subscription right shall exist.
If the Company when the subscription period has begun resolves to acquire its own shares by an offer made to all shareholders, the warrant holder shall be made an equivalent offer. In other cases the acquisition of the Company's own shares does not require the Company to take any action in relation to the warrant holder. If according
to the Companies Act a redemption right is created for a shareholder in relation to the shares of the other shareholders, the warrant holder shall be given a right equal to that of the shareholders to sell his shares to the shareholder holding the redemption right.
If the nominal value of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total nominal value of the shares to be subscribed for and the total subscription price remain the same.
Converting the Company from a public company into a private company will not affect the terms and conditions of the bond loan with warrants.
8. Other issues
The Board of Directors may decide on the transfer of the bond certificates and/or the warrant certificates to the book-entry system at a later date and on the resulting technical amendments to the terms and conditions of the bond loan with warrants. Other matters related to the bond loan with warrants or the subscription are decided on by the Board of Directors. The bond loan documentation is kept available for inspection at the Company's head office in Vantaa.