Espoo, Finland, 2014-06-17 13:20 CEST (GLOBE NEWSWIRE) -- EFORE PLC Stock Exchange Release 17 June 2014 at 2.20 p.m. The Board of Directors of Efore Plc has today, 17 June 2014, resolved to issue stock options to the key employees of Efore Plc. The further issuance of stock options to the key employees shall be determined by the Board of Directors later. The resolution is based on the authorization by the Annual General Meeting held on 10 April 2014. The maximum number of stock options to be issued shall be 1,500,000. The stock options shall be given free of charge. 500,000 of the stock options will be marked with symbol “A”, 500,000 with symbol “B” and 500,000 with symbol “C”. Each stock option shall entitle its holder to subscribe for one new share in Efore Plc. The stock options shall be subscribed for on July 31, 2015, at the latest. The share subscription periods with the stock options shall be: - Stock Options “A”: 1 August 2016 – 31 July 2018 - Stock Options “B”: 1 August 2017 – 31 July 2019 - Stock Options “C”: 1 August 2018 – 31 July 2020 The share subscription price with the stock options shall be determined as follows: - Stock Options “A”: The trade volume weighted average quotation of Efore Plc’s share on NASDAQ OMX Helsinki Oy during 1 March 2014 – 31 March 2014 (0.70 EUR) - Stock Options “B”: The trade volume weighted average quotation of Efore Plc’s share on NASDAQ OMX Helsinki Oy during 1 March 2015 – 31 March 2015 - Stock Options “C”: The trade volume weighted average quotation of Efore Plc’s share on NASDAQ OMX Helsinki Oy during 1 March 2016 – 31 March 2016. There are weighty financial reasons referred to in Chapter 10, paragraph 1 of the Limited Liability Companies Act for the issuance of the stock options, as the stock options are intended to be a part of the commitment and incentive plan of the key employees of Efore Plc. The shares subscribed for with the stock options equal in total to a maximum of 2.69 per cent of the total number of shares in the company. EFORE PLC Board of Directors Further information: Päivi Marttila, Chairman of the Board of Directors, tel. +358 400 285 358. DISTRIBUTION Nasdaq OMX Helsinki Ltd Main Media Efore Group The Efore Group is an international company that develops and produces demanding power products. Efore's head office is based in Finland, and its production units are located in China and Tunisia. Sales and marketing operations are located in Europe, the United States and China. In the fiscal year ending in December 2013, consolidated net sales totalled EUR 82.5 million, and the Group's personnel averaged 836. The company's shares are quoted on Nasdaq OMX Helsinki Oy. www.efore.com
APPENDIX
EFORE PLC STOCK OPTION PROGRAM 1/2014 I TERMS OF STOCK OPTIONS 1.1 Number of Stock Options Efore Plc (“Company”) shall issue a maximum total number of 500,000 stock options (“ Stock Options ” ), each entitling its holder to subscribe one (1) new share in the Company. 500,000 of the issued Stock Options are marked with symbol “A”, 500,000 of the issued Stock Options are marked with symbol “B” and 500,000 of the issued Stock Options are marked with symbol “C”. 1.2 Issuance and allocation of Stock Options The Stock Options shall be gratuitously issued to the key employees of Efore Plc. There is a weighty financial reason referred to in Chapter 10, paragraph 1 of the Limited Liability Companies Act for the Stock Options from the Company’s perspective, as the Stock Options are intended to form a part of the commitment and incentive scheme of the Company’s key employees. The Stock Options shall be subscribed to with a separate subscription list. The Stock Options shall be subscribed on July 31, 2015 at the latest. If the Stock Options are later transferred to the book-entry system, the Stock Option holder authorizes the Company to register the Stock Options on the book-entry account notified by the Stock Option holder. 1.3 Transfer and losing of Stock Options The Company shall hold the stock options on behalf of the stock option owner until the beginning of the relevant share subscription period. The Stock Options shall become freely transferable and can be pledged when the relevant share subscription period has begun. The Board of Directors may, as an exception to the above, permit the transfer of a Stock Option before such date. Should the Stock Option holder transfer or pledge his/her Stock Options, she or he shall without delay be obliged to inform the Company about the transfer in writing. Should a Stock Option holder cease to be employed by or in the service of the Company, he/she shall immediately lose for the Company or to another party as determined by the Company all such Stock Options for which the share subscription period has not yet begun on the date of the end of the employment or the service contract. The aforementioned obligation shall not apply upon the events of the death of the person, or the statutory retirement of the person in compliance with the employment or service contract, or the retirement of the person as otherwise determined by the Company, or the person’s permanent incapacity for work. In deviation from the aforementioned, the Board of Directors can, however, decide that the stock option owner is entitled to keep the issued Stock Options or a part of them. The Board of Directors may decide on the transfer of the Stock Options to the book-entry securities system at a later date. If the Stock Options have been transferred to the book-entry securities system, the Company shall be entitled to apply and have all the lost Stock Options transferred from the Stock Option holder’s book-entry account to a book-entry account appointed by the Company without the Stock Option holder’s consent. The Company shall be entitled to register all transfer restrictions and other similar restrictions to the Stock Option holder’s book-entry account without the holder’s consent. The Stock Option holder shall not be entitled to any compensation for losing the Stock Options under these terms and conditions, whether during the term of his service agreement or thereafter. II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION 2.1 Right to subscribe for new shares Each stock option entitles its holder to subscribe one (1) new share in the Company. As a result of the share subscriptions, the number of shares may be increased by a maximum total of 1,500,000 new shares. 2.2 Subscription of shares and payment of subscribed shares The share subscription periods for the Stock Options are: - Stock Options A: 1 August 2016 – 31 July 2018 - Stock Options B: 1 August 2017 – 31 July 2019 - Stock Options C: 1 August 2018 – 31 July 2020. Share subscriptions shall be made with a share subscription list at the premises of the Company or another location as determined by the Board. In the case the Stock Options have been transferred to the book-entry securities system, the Stock Options with which shares have been subscribed for shall be deleted from the subscriber’s book-entry account. Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber. The Board shall resolve on all additional items concerning the share subscription. 2.3 Subscription price and payment for shares The share subscription price for Stock Options shall be determined as follows: With Stock Options A the share subscription price shall be the trade volume weighted average quotation of Efore Oyj’s share on the NASDAQ OMX Helsinki Oy during 1 March – 31 March 2014 With Stock Options B the share subscription price shall be the trade volume weighted average quotation of Efore Oyj’s share on the NASDAQ OMX Helsinki Oy during 1 March – 31 March 2015 With Stock Options C the share subscription price shall be the trade volume weighted average quotation of Efore Oyj’s share on the NASDAQ OMX Helsinki Oy during 1 March 2016 – 31 December 2017. If the dividend ex-date falls on the period for the determination of the share subscription price, such dividend shall be added to the trading prices of the share trading made as from the dividend ex-date, when calculating the trade volume weighted average quotation of the share. The proceedings shall be similar, if the Company distributes funds from the non-restricted equity fund or distributes share capital to the shareholders. The share subscription price of the stock options may be decreased in certain cases mentioned in Section 2.6 below. The share subscription price shall, nevertheless, always amount to at least EUR 0.01. The subscription price shall be paid in connection with the subscription in accordance with the instructions given by the Company to the Company’s bank account. The subscription price of shares shall be booked in full to the reserve for invested non-restricted equity. 2.4 Shareholder rights The right for dividend and other shareholder rights shall commence when the new shares have been entered into the Trade Register. 2.5 Issues of Shares, Stock Options and other special rights entitling to shares Should the Company, before the share subscription, issue new shares, new Stock Options or other special rights entitling to shares, a Stock Option holder shall have the same right as, or an equal right to, that of a shareholder to subscribe new shares or receive new Stock Options or other special rights entitling to shares. 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. 2.6 Rights in special circumstances If the Company distributes dividends or funds from the non-restricted equity fund, the share subscription price of the Stock Options shall be deducted with the amount of the dividend and 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, the share subscription price of the Stock Options shall be deducted with 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 or is dissolved before the share subscription, the Stock Option holder 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 holders 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 Holder 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 situations described above, the Stock Option owners shall have no right to require that the Company redeem the Stock Options from them at their market value. Repurchase 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 status of the stock option owner. If the Company, however, resolves to repurchase or redeem its own shares from all shareholders, the Stock Option holders 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, before 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 holders 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, irrespective of the transfer restriction defined in Section 1.3 above. 3. Other Terms and Conditions 3.1 Applicable Law and Dispute Resolution 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 by using one arbitrator. 3.2 Other matters The Board may decide on technical amendments to these terms that relate to transfer of Stock Options to the book-entry securities system and on other changes and specifications to these terms that are not considered essential. The Board of Directors may decide on other matters relating to the Stock Options and give binding orders to the Stock Option holder. The Stock Options are a discretionary and a one-time part of the incentive scheme. The Stock Options do not form a part of the Stock Option holder’s service agreement and they are not considered as salary or benefit in kind. The Stock Option holder shall not be entitled to any compensation related to Stock Options during or after the term of service of the Stock Option holder. The Company shall be entitled to commence any action it considers necessary related to fulfilment of the statutory or other obligations. The Stock Option holder shall be responsible for any tax consequences in connection with participating in this stock option program. The Company is entitled to withdraw the Stock Options, free of charge and without the consent of the option holder, which the Stock Option holder has not transferred or used, if the Stock Option holder acts against these terms and conditions or against regulations given by the Company on the basis of these terms and conditions, or against applicable law or regulations given by authorities. The Company shall inform the option holders of all matters related to this Stock Option program by mail or by e-mail to an address given by the Stock Option holder or otherwise as determined by the Company.
