SanomaWSOY Corp. Stock Exchange Release 19 Dec 2007 at 13:30
SanomaWSOY will issue a new stock option scheme. The Stock Option Scheme 2007 will comprise a maximum of 1,500,000 stock options, which will entitle their holders to subscribe for a maximum total of 1,500,000 new shares or existing shares held by the Company. Stock options now issued can be exchanged for shares constituting a maximum total of 0.9% of the Company's shares and votes of the shares, after the potential share subscription, if new shares are issued in the share subscription.
The Board of Directors of SanomaWSOY Corporation has decided to distribute 1,331,450 stock options to 293 senior managers of SanomaWSOY Corporation and its subsidiaries. The remaining 168,550 stock options will be given to Lastannet Oy, a fully owned subsidiary of the Company for possible use at a later stage.
The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment programme for the senior management. The purpose of the stock options is to encourage the senior management to work on a long-term basis to increase shareholder value and also to commit the senior management to the Company.
The subscription price of a stock option will be EUR 24.26. Each year the dividend is deducted from the subscription price. The share subscription period for stock options 2007 will be 1 November 2010-30 November 2013.
The Board of Directors decided on the Stock Option Scheme 2007 on the basis of the authorisation of the Annual General Meeting of Shareholders on 4 April 2007. The terms and conditions of the Stock Option Scheme 2007 are included in their entirety as an attachment.
Senior Vice President
Finance and Administration
Additional information: SanomaWSOY's Group Communications, tel. +385 105 19 5062 or email@example.com
SanomaWSOY is the leading media group in the Nordic region operating in versatile fields of media in over 20 European countries. The Group has five divisions: Sanoma Magazines, Sanoma, SanomaWSOY Education and Books, SWelcom, and Rautakirja. In 2006, the Group employed over 18,000 people and its net sales were some EUR 2.7 billion.
ENCLOSURE: Terms and Conditions of the Stock Option Scheme 2007
SanomaWSOY Corporation Stock Option Scheme 2007
The Board of Directors of SanomaWSOY Corporation (Board of Directors) has on 19 December 2007 resolved, by authorisation of the Annual General Meeting of Shareholders on 4 April 2007, that stock options be issued to the senior management of SanomaWSOY Corporation (Company) and its subsidiaries (jointly Group) and to a fully owned subsidiary of the Company, on the following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The maximum total number of stock options issued shall be 1,500,000, and they entitle their owners to subscribe for a maximum total of 1,500,000 new shares in the Company or existing shares held by the Company.
2. Stock Options
The stock options shall be marked with the symbol 2007.
The people, to whom stock options are issued, shall be notified in writing by the Board of Directors about the offer of stock options. The stock options shall be delivered to the recipient when he/she has accepted the offer of the Board of Directors.
3. Right to Stock Options
The stock options shall be issued gratuitously to the Group senior management and to Lastannet Oy, a fully owned subsidiary of the Company (Subsidiary). The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive and commitment programme for the Group senior management.
4. Distribution of Stock Options
The Board of Directors shall at its discretion decide upon the distribution of the stock options to the senior management employed by or to be recruited by the Group. The Subsidiary shall be granted stock options to such extent that the stock options are not distributed to the Group senior management. The Board of Directors shall decide upon the further distribution of the stock options granted to the Subsidiary or returned later to the Subsidiary.
The stock options shall not be regarded as a part of a stock option recipient's regular salary and the incentive shall be regarded as discretionary and nonrecurring. The stock options shall have no impact on potential compensation to be paid to a stock option recipient, on the basis of his/her employment or service.
Stock option recipients shall be liable for all taxes and tax-related consequences arising from receiving or exercising stock options.
5. Transfer and Forfeiture of Stock Options
The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock options can freely be transferred and pledged, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer of stock options also before such date. Should the stock option owner transfer his/her stock options, such person shall be obliged to inform the Company about the transfer in writing, without delay.
Should a stock option owner cease to be employed by or in the service of the Group, for any reason other than the death or the statutory retirement of a stock option owner or the retirement of a stock option owner in compliance with the employment contract, or the retirement of a stock option owner otherwise determined by the Company, such person shall, without delay, forfeit to the Company or its order, free of charge, such stock options that the Board of Directors has distributed to him/her at its discretion, for which the share subscription period specified in Section II.2 has not begun, on the last day of such person's employment or service. The proceedings shall be similar if the rights and obligations arising from the stock option owner's employment or service are transferred to a new owner or holder upon the employer's transfer of business. As an exception to the above, the Board of Directors can at its discretion decide, when appropriate, that the stock option owner is entitled to keep such stock options, or a part of them.
Should the stock options be transferred to the book-entry securities system, the Company shall have the right to request and get transferred all forfeited stock options from the stock option owner's book-entry account to the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company shall be entitled to register transfer restrictions and other respective restrictions concerning the stock options to the stock option owner's book-entry account, without the consent of the stock option owner.
A stock option owner shall during his employment, service or thereafter have no right to receive compensation on any grounds for stock options that have been forfeited in accordance with these terms and conditions.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to Subscribe for Shares
Each stock option entitles its owner to subscribe for one (1) new share in the Company or an existing share held by the Company. The Company shall, prior to the beginning of the share subscription period, announce whether the subscription right is directed at a new share or an existing share. The share subscription price shall be recorded in the invested non-restricted equity fund.
The Subsidiary shall not be entitled to subscribe for shares in the Company on the basis of the stock options.
2. Share Subscription and Payment
The share subscription period for stock option 2007 shall be 1 November 2010 - 30 November 2013.
Share subscriptions shall take place at the head office of the Company or possibly at another location and in the manner determined later. Upon subscription, payment for the shares subscribed for, shall be made to the bank account appointed by the Company. The Board of Directors shall decide on all measures concerning the share subscription.
3. Share Subscription Price
The share subscription price for stock option 2007 shall be EUR 24.26.
The share subscription price of the stock options may be decreased in certain cases mentioned in Section 7 below. The share subscription price shall, nevertheless, always amount to at least EUR 0.01.
4. Registration of Shares
Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.
5. Shareholder Rights
The dividend rights of the new shares and other shareholder rights shall commence when the shares have been entered into the Trade Register.
If existing shares, held by the Company, are conveyed to the subscriber of shares, the subscriber shall be given the right to dividend and other shareholder rights when the shares have been registered on his/her book-entry account.
6. Share Issues, Stock Options and Other Special Rights Entitling to Shares before Share Subscription
If the Company, before the share subscription, decides on an issue of shares or an issue of new stock options or other special rights entitling to shares, 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 prices or both of these.
7. Rights in Certain Cases
If the Company distributes dividends or similar funds from the non-restricted equity fund, from the share subscription price of the stock options, shall be deducted the amount of the dividend or the amount of the distributable non-restricted equity decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the dividend record date or the record date of the repayment of equity.
If the Company reduces its share capital by distributing share capital to the shareholders, from the share subscription price of the stock options, shall be deducted the amount of the distributable share capital decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the record date of the repayment of share capital.
If the Company is placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his/her share subscription right, within a period of time determined by the Board of Directors. If the Company is deleted from the register, before the share subscription, the stock option owner shall have the same right as, or an equal right to, that of a shareholder.
If the Company resolves to merge with another company as a merging company or merge with a company to be formed in a combination merger, or if the Company resolves to be demerged entirely, the stock option owners shall, prior to the merger or demerger, be given the right to subscribe for shares with their stock options, within a period of time determined by the Board of Directors. Alternatively, the Board of Directors can give a stock option owner the right to convert the stock options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board of Directors, or the right to sell stock options prior to the merger or demerger. After such period, no share subscription right shall exist. The same proceeding applies to cross-border mergers or demergers, or if the Company, after having registered itself as an European Company, or otherwise registers a transfer of its domicile from Finland into another member state. The Board of Directors shall decide on the impact of potential partial demerger on the stock options. In the above situations, the stock option owners shall have no right to require that the Company redeem the stock options from them at their market value.
Purchase or redemption of the Company's own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the rights of the stock option owner. If the Company, however, resolves to purchase or redeem its own shares from all shareholders, the stock option owners shall be made an equivalent offer.
If a redemption right and obligation to all of the Company's shares, as referred to in Chapter 18 Section 1 of the Finnish Companies Act, arises to any of the shareholders, prior to the end of the share subscription period, on the basis that a shareholder possesses over 90% of the shares and the votes of the shares of the Company, the stock option owners shall be given a possibility to use their right of share subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or the stock option owners shall have an equal obligation to that of shareholders to transfer their stock options to the redeemer, although the transfer right defined in Section I.5 above had not begun.
III OTHER MATTERS
These terms and conditions shall be governed by the laws of Finland. 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 by one single arbitrator.
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, as well as on other amendments and specifications to these terms and conditions which are not considered essential. Other matters related to the stock options shall be decided on by the Board of Directors.
The Company shall be 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 the instructions given by the Company on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities.
The Company can keep a register of stock option owners, including stock option owners' personal data. The Company can send information on the stock options to the stock option owners by email.
These terms and conditions have been made in Finnish and in English. In the case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions shall decide.