TELESTE CORPORATION STOCK EXCHANGE RELEASE 16.8.2007 AT 11:00
TELESTE APPLIES FOR LISTING OF THE STOCK OPTIONS 2004A ON THE HELSINKI STOCK
Teleste Corporation applies for listing of the stock options 2004A on the
Helsinki Stock Exchange so that the listing commences around 24 August 2007.
The total number of stock options 2004A is 300,000. Each stock option entitles
its holder to subscribe for one Teleste Corporation share. In the aggregate, the
stock options 2004A entitle their holders to subscribe for 300,000 shares. The
present share subscription price with stock options 2004A is EUR 5.50/share. The
dividends payable annually shall be deducted from the share subscription price.
The share subscription period for stock options 2004A commenced on 1 April 2007
and will end on 30 April 2009.
Ms Erja Saarikoski, CFO, tel +358 2 260 5685
OMX Nordic Exchange Helsinki Oy
Terms and Conditions of the Stock Options 2004
TELESTE CORPORATION 2004 STOCK OPTIONS
The Annual General Meeting of Shareholders of Teleste Corporation (Teleste or
the Company) has on 16 March 2004, in accordance with the proposal by the Board
of Directors of Teleste (Board of Directors) on 13 February 2004, resolved to
issue stock options to the key personnel of Teleste Corporation and its
subsidiaries (the Teleste Group) and to a wholly owned subsidiary of Teleste on
the following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The total number of stock options issued shall be 600,000, which entitle to
subscribe for a total of 600,000 shares in Teleste.
2. Stock Options
Of the stock options 150,000 shall be marked with the symbol 2004A1, 150,000
shall be marked with the symbol 2004A2, 150,000 shall be marked with the symbol
2004B1 and 150,000 shall be marked with the symbol 2004B2. The persons, to whom
stock options shall be distributed, shall be notified in writing by Teleste
about the offer of stock options. The stock options shall be distributed to the
recipient when he or she has accepted the offer of Teleste. Stock option
certificates shall, upon request, be delivered to the stock option owner at the
start of the relevant share subscription period unless the stock options have
been transferred to the book-entry securities system.
3. Right to Stock Options
The stock options shall, with deviation from the shareholders' pre-emptive right
to subscription, be granted to the key personnel of the Teleste Group and to
Suomen Yhteisantennit Oy (Suomen Yhteisantennit), a wholly owned subsidiary of
Teleste. It is proposed that the shareholders' pre-emptive right to subscription
be deviated from since the stock options are intended to form a part of the
Teleste Group's incentive and commitment program for the key personnel.
4. Distribution of Stock Options
The Board of Directors shall decide on the distribution of stock options. Suomen
Yhteisantennit shall be granted stock options to such extent that the stock
options are not distributed to the key personnel of the Teleste Group. The Board
of Directors of Teleste shall later on decide upon the further distribution of
the stock options granted to the subsidiary, to the members of the personnel
employed by or to be recruited by the Teleste Group.
Upon issue, all stock options 2004B1 and 2004B2 and those stock options 2004A1
and 2004A2 that are not distributed to the key personnel, shall be granted to
Suomen Yhteisantennit. Suomen Yhteisantennit may distribute stock options
2004A1, 2004A2, 2004B1 and 2004B2 to the persons employed by or to be recruited
by the Teleste Group by the resolution of the Board of Directors of Teleste.
5. Transfer of Stock Options and Obligation to Offer Stock Options
The stock options are freely transferable, when the relevant share subscription
period has begun. The Company shall hold the stock options on behalf of the
stock option owner until the beginning of the share subscription period. The
stock option owner has the right to acquire the possession of the stock options
when the relevant share subscription period begins. Should the stock option
owner transfer his/her stock options, such person is obliged to inform the
Company about the transfer in writing without delay. The Board of Directors may,
as an exception to the above, permit the transfer of stock options also before
Should a stock option owner cease to be employed by or in the service of the
Group before 1 April 2008, for any other reason than the death of the employee,
or the statutory retirement of the employee in compliance with the
employment contract, or the retirement of the employee otherwise determined by
the Company, such person shall without delay offer to Teleste or its order, free
of charge, the stock options for which the share subscription period in
accordance with Section II.2 had not begun at the last day of such person's
employment or service. The Board of Directors can, however, in the
above-mentioned cases, decide that the stock option owner is entitled to keep
such stock options or a part of them, which are under offering obligation.
Regardless of whether the stock option owner has offered his/her stock options
to Teleste or not, Teleste is entitled to inform the stock option owner in
writing that the stock option owner has lost his/her stock options on the basis
of the above-mentioned reasons. Should the stock options be transferred to the
book-entry securities system, Teleste has the right, whether or not the stock
options have been offered to Teleste, to request and get transferred all the
stock options, for which the share subscription period had not begun, from the
stock option owner's book-entry account to the book-entry account appointed by
Teleste without the consent of the stock option owner. In addition, Teleste is
entitled to register transfer restrictions and other restrictions concerning the
stock options to 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 New Shares
Each stock option entitles its owner to subscribe for one (1) share in Teleste.
The nominal value of each share is EUR 0.40. As a result of the subscriptions
the share capital of Teleste may be increased by a maximum of EUR 240,000 and
the number of shares by a maximum of 600,000 new shares.
Suomen Yhteisantennit, as a subsidiary of Teleste, shall not be entitled to
subscribe shares in Teleste on the basis of the stock options.
2. Share Subscription and Payment
The share subscription period shall be:
- for stock options 2004A1 and 2004A2 1 April 2007 - 30 April 2009 and
- for stock options 2004B1 and 2004B2 1 April 2008 - 30 April 2010.
The share subscription period for stock options 2004A2 and 2004B2 shall,
however, not commence, unless certain performance criteria, predetermined by the
Board of Directors and based on the financial targets of the Teleste Group, have
been attained. The performance criteria shall be defined by the Board of
Directors before the distributions of the stock option lots 2004A2 and 2004B2.
The share subscription shall take place at the head office of Teleste or
possibly at another location to be determined later. The subscriber shall
transfer the respective stock option certificates with which he/she subscribes
shares to Teleste, or in case the stock options have been transferred to the
book-entry securities system, the stock options with which shares have been
subscribed shall be deleted from the subscriber's book-entry account. Payment
for shares subscribed shall be effected upon subscription to the bank account
appointed by Teleste. Teleste shall decide on all measures concerning the share
3. Share Subscription Price
The share subscription price shall be:
- for stock options 2004A1 and 2004A2 the trade volume weighted average
quotation of the Teleste share on the Helsinki Exchanges between 1 April and 30
April 2004 and
- for stock options 2004B1 and 2004B2 the trade volume weighted average
quotation of the Teleste share on the Helsinki Exchanges between 1 April and 30
From the share subscription price of stock options shall, as per the dividend
record date, be deducted the amount of the dividend decided after the beginning
of the period for determination of the share subscription price but before share
subscription. 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
Dividend rights of the shares and 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 Stock Options before Share Subscription
Should Teleste, before the share subscription, increase its share capital
through an issue of new shares, or issue of new convertible bonds or stock
options, a stock option owner 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 number of shares available for subscription, the
share subscription price or both of these.
Should Teleste, before the share subscription, increase 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 by virtue of stock options remains
unchanged. If the number of shares that can be subscribed for by virtue of one
stock option should be a fraction, the fractional part shall be taken into
account by reducing the subscription price.
7. Rights in Certain Cases
If Teleste reduces its share capital before the share subscription, the
subscription right accorded by the terms and conditions of the stock options
shall be adjusted accordingly as specified in the resolution to reduce the share
If Teleste is placed in liquidation before the share subscription, the stock
option owner shall be given an opportunity to exercise his subscription right
before the liquidation begins within a period of time determined by the Board of
If Teleste resolves to merge in another company as Teleste being acquired or in
a company to be formed in a combination merger, or if Teleste resolves to be
divided, the stock option owner shall, before the merger or division, be given
the right to subscribe for the shares with his/her stock options within a period
of time determined by the Board of Directors. After such date no subscription
right shall exist. In the above situations the stock option owner has no right
to require that Teleste redeems the stock options from him/her for market value.
If Teleste, after the beginning of the share subscription period, resolves to
acquire its own shares by an offer made to all shareholders, the stock option
owners shall be made an equivalent offer. In other cases acquisition of
Teleste's own shares does not require Teleste to take any action in relation to
the stock options.
In case, before the end of the share subscription period, a situation, as
referred to in Chapter 14 Section 19 of the Finnish Companies Act, in which a
shareholder possesses over 90% of the shares of Teleste and therefore has the
right and obligation to redeem the shares of the remaining shareholders, or a
situation, as referred to in Chapter 6 Section 6 of the Finnish Securities
Market Act, or a situation, as referred to in Section 12 of the Articles of
Association, arise, the stock option owners shall be entitled to use their right
of subscription by virtue of the stock options within a period of time
determined by the Board of Directors.
If the nominal value of the share is changed while the share capital remains
unchanged, the share subscription terms and conditions of the stock options
shall be amended so that the total nominal value of the shares available for
subscription and the total share subscription price remain the same.
Converting Teleste from a public company into a private company shall not affect
the terms and conditions of the stock options.
III OTHER MATTERS
The laws of Finland shall be applied to these terms and conditions. Disputes
arising in relation to the stock options shall be settled by arbitration in
accordance with the Arbitration Rules of the Central Chamber of Commerce.
The Board of Directors may decide on the transfer of the stock options to the
book-entry securities system at a later date and on the resulting technical
amendments to these terms and conditions, including those amendments and
specifications to the terms and conditions, which are not considered crucial.
Other matters related to the stock options are decided on by the Board of
Directors. The stock option documentation is kept available for inspection at
the head office of Teleste.
Teleste is entitled to withdraw the stock options, which have not been
transferred, or with which shares have not been subscribed for, free of charge,
if the stock option owner acts against these terms and conditions, or against
regulations given by Teleste on the basis of these terms and conditions, or
against applicable law, or against regulations by authorities.
These terms and conditions have been made in Finnish and English. In case of any
discrepancy between the Finnish and English terms and conditions, the Finnish
terms and conditions are decisive.
The Annual General Meeting of Shareholders of Teleste Corporation has on 3 April
2007 agreed to amend the terms and conditions of stock options 2004. The
references to the nominal value of the shares were decided to be deleted from
the terms and conditions and it was decided that the share subscription price
will be recorded under the invested non-restricted equity fund. Consequently,
the provision on the maximum increase in share capital was decided to be deleted
from the terms and conditions. In addition, a provision according to which the
share subscription price must always be at least EUR 0.40 was decided to be
added to the terms and conditions. (Sections II.1, II.3 and II.7 in the terms