Vaisala Oyj Stock Exchange Announcement 24.2.2003 at 17.15 1(4)
Enclosed are the conditions of warrants granted in year 2000:
I ISSUANCE OF WARRANTS
1. Number of warrants
The number of warrants issued will be 896,000 which entitle to subscribe for a total of 896,000 A-shares in Vaisala Corporation.
2. Warrants
Of the warrants 428,000 will be marked with the letter A and 468,000 with the letter B.
The persons to which warrants will be offered will be notified in writing by the Company about the issue of warrants. The warrants will be issued to the recipient when he or she has accepted the offer of the Company. Warrant certificates shall upon request be delivered to the warrant holder at the start of the relevant subscription period unless the warrants have been transferred to the book-entry system.
3. Right to warrants
The warrants shall, with deviation from the shareholders' pre-emptive right to subscription, be issued to the key personnel of the Vaisala Group and to Vaisala GmbH, a wholly-owned subsidiary of Vaisala Corporation. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the warrants are intended to form part of the Group's incentive program.
4. Distribution of warrants
The Board of Directors decides upon the distribution of the warrants. Vaisala GmbH shall be distributed warrants to such extent that the warrants are not distributed to key personnel of the Vaisala Group. The Board of Directors of Vaisala Corporation shall later on decide upon the further distribution of the warrants issued to the subsidiary to the key personnel of Vaisala Group.
5. Assignment of warrants and obligation to offer warrants
The warrants are freely assignable when the relevant share subscription period has begun. The Board of Directors may, as an exception to the above, permit the assignment of a warrant also at an earlier date.
Should a warrant holder cease to be employed by or in the service of the Vaisala Group before 1 December 2004 such person shall without delay offer to the Company free of charge the warrants for which the share subscription period in accordance with Section II.2 had not begun at the last day of such person's employment.
2(4)
Should the reason for the termination of employment of a warrant holder be permanent disability or retirement pension or death of the employee, such person or estate shall offer to the Company free of charge such warrants which are not freely transferable until after two years after the retirement or death.
II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION
1. Right to subscribe new shares
Each warrant entitles its holder to subscribe for one (1) A-share in Vaisala Corporation. The book-value equivalent of each share is 0,42 euro (not exact). As a result of the subscriptions the share capital of Vaisala Corporation may be increased by a maximum of 896,000 new A-shares, i.e. by a maximum of 376,320 euro (not exact).
2. Shares subscription and payment
The subscription period shall begin:
for warrant A on 1 December 2002 and
for warrant B on 1 December 2004
The share subscription period shall, for all warrants, end on 31 January 2006.
The share subscription shall take place at the head office of Vaisala Corporation and possibly at an other location to be determined later. Payment of shares subscribed shall be effected on subscription.
3. Share subscription price
The share subscription price shall be the trade volume weighted average price of the Company's A-share at the Helsinki Exchanges in April 2000. From the share subscription price shall as per the dividend record date be deducted the amount of the cash dividend distributed after 1 May 2000 but before the date of subscription for shares. The share subscription price shall nevertheless always amount to at least the book-value equivalent 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
The 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 registered with the Trade Register.
6. Share issues, convertible bonds and warrants before share subscription
3(4)
Should the Company, before the subscription for shares, increase its share capital through an issue of new shares, or issue convertible bonds or warrants in such a manner that the subscription or receiving of these is based on the shareholding in Vaisala Corporation, 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, 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 for by virtue of warrants remains unchanged. If the number of shares that can be subscribed for by virtue of one warrant should be a fraction, the fractional part shall be taken into account by reducing the subscription price.
7. Rights in certain cases
If the Company reduces its share capital before the subscription of shares, the subscription right accorded by the terms of the warrant shall be adjusted accordingly as specified in the resolution to reduce the share capital.
If the Company is placed in liquidation before the subscription of 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 resolves to merge in an other 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, after the beginning of the subscription period, resolves to acquire its own shares by an offer made to all shareholders, the warrant holders shall be made an equivalent offer. In other cases acquisition of the Company's own shares does not
require the Company to take any action in relation to the warrants.
In case 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 the Company and therefore has the right and obligation to redeem the shares of the remaining shareholders, the warrant owners shall be entitled to use their right of subscription by virtue of the warrant within a period of time determined by the Board of Directors.
If the book-value equivalent of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total book-value equivalent of the shares available for subscription and the total subscription price remain the same.
4(4)
Converting the Company from a public company into a private company will not affect the terms and conditions of the warrants.
8. Dispute resolution
Disputes arising in relation to the warrants shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.
9. Other matters
The Board of Directors may decide on the transfer of the warrants to the book-entry system at a later date and on the resulting technical amendments to these terms and conditions. Other matters related to the warrants are decided on by the Board of Directors. The warrant documentation is kept available for inspection at the head office of Vaisala Corporation in Vantaa.
Further information:
Tapio Engström, Finance Director
+358 9 8949 2215 or +358 400 716 732
Tiina Hansson, Communications Director
+358 9 8949 2728 or +358 40 730 3751
Vaisala Oyj
Distribution:
Helsinki Exchanges