THE BOARD OF DIRECTORS OF CITYCON OYJ APPROVED DISTRIBUTION
OF STOCK OPTIONS
The Board of Directors of Citycon Oyj has approved the
distribution of the stock options directed to the personnel of the
Group and to the wholly-owned subsidiary of Citycon Oyj, issued by
the Annual General Meeting of Shareholders on 15 March 2004.
A total of 1 135 000 2004A stock options were distributed to the
personnel of the Group. The rest of the stock options 2 765 000
(A/B/C) were granted to Veniamo-Invest Oy, a wholly-owned
subsidiary of Citycon Oyj, to be further distributed to the
present and future personnel of the Group.
The maximum number of Citycon Oyj shares that can be subscribed
for with the stock options is 3,900,000. The share subscription
price for stock option 2004A is EUR 2.51 (the trade volume
weighted average quotation of the Citycon Oyj share on the
Helsinki Exchanges in April 2004 with an addition of twenty (20)
percent), for stock option 2004B the trade volume weighted average
quotation of the Citycon Oy share on the Helsinki Exchanges April
2005 with and addition of twenty (20) percent, and for stock
option 2004C the trade volume weighted average quotation of the
Citycon share on the Helsinki Exchanges in April 2006 with an
addition of twenty (20) percent.
From the share subscription price of stock options shall, as per
the dividend record date, be deducted half of 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.
The share subscription period for stock option 2004A shall be 1
September 2006 31 March 2009, for stock option 2004B 1 September
2007 31 March 2010 and for stock option 2004C 1 September 2008
31 March 2011.
CITYCON OYJ
Board of Directors
Further information is available from:
Mr Petri Olkinuora, CEO, on +358 400 333 256
Distribution:
Helsinki Exchanges and main media
CITYCON OYJ 2004 STOCK OPTIONS
In its meeting on 15 March 2004 the Annual General Meeting of
Shareholders of Citycon Oyj (Citycon or the Company) has, in
accordance with the proposal by the Board of Directors of Citycon
Oyj (Board of Directors) on 12 February 2004, resolved to issue
stock options to the personnel of Citycon and its subsidiaries
(the Citycon Group) and to a wholly owned subsidiary of Citycon 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 3,900,000, which
entitle to subscribe for a total of 3,900,000 shares in Citycon.
2. Stock Options
Of the stock options 1,300,000 shall be marked with the symbol
2004A, 1,300,000 shall be marked with the symbol 2004B and
1,300,000 shall be marked with the symbol 2004C. The persons, to
whom stock options shall be distributed, shall be notified in
writing by Citycon about the offer of stock options. The stock
options shall be distributed to the recipient when he or she has
accepted the offer of Citycon. 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 personnel of
the Citycon Group and to Veniamo-Invest Oy (Veniamo-Invest), a
wholly owned subsidiary of Citycon. 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 Citycon
Group's incentive and commitment program for the personnel.
4. Distribution of Stock Options
The Board of Directors shall decide on the distribution of stock
options. Veniamo-Invest shall be granted stock options to such
extent that the stock options are not distributed to the personnel
of the Citycon Group. The Board of Directors of Citycon 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 Citycon Group.
Upon issue all stock options 2004B and 2004C and those stock
options 2004A that shall not be distributed to the personnel,
shall be granted to Veniamo-Invest. Veniamo-Invest may distribute
stock options 2004A, 2004B and 2004C to the persons employed by or
to be recruited by the Citycon Group by the resolution of the
Board of Directors of Citycon.
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 such date.
Should a stock option owner cease to be employed by or in the
service of the Group before 1 September 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 Citycon 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 Citycon or not, Citycon 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, Citycon has the right, whether or not the stock
options have been offered to Citycon, 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 Citycon
without the consent of the stock option owner. In addition,
Citycon 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 Citycon. The nominal value of each share is EUR 1.35. As
a result of the subscriptions the share capital of Citycon may be
increased by a maximum of EUR 5,265,000 and the number of shares
by a maximum of 3,900,000 new shares.
Veniamo-Invest, as a subsidiary of Citycon, shall not be entitled
to subscribe shares in Citycon on the basis of the stock options.
2. Share Subscription and Payment
The share subscription period shall be:
- for stock option 2004A 1 September 2006 31 March 2009,
- for stock option 2004B 1 September 2007 31 March 2010 and
- for stock option 2004C 1 September 2008 31 March 2011.
The share subscription shall take place at the head office of
Citycon 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 Citycon, 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 Citycon. Citycon
shall decide on all measures concerning the share subscription.
3. Share Subscription Price
The share subscription price shall be:
- for stock option 2004A the trade volume weighted average
quotation of the Citycon share on the Helsinki Exchanges between 1
April and 30 April 2004 with an addition of twenty (20) percent,
- for stock option 2004B the trade volume weighted average
quotation of the Citycon share on the Helsinki Exchanges between 1
April and 30 April 2005 with and addition of twenty (20) percent,
and
- for stock option 2004C the trade volume weighted average
quotation of the Citycon share on the Helsinki Exchanges between 1
April and 30 April 2006 with an addition of twenty (20) percent.
From the share subscription price of stock options shall, as per
the dividend record date, be deducted half of 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 Citycon, 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 Citycon, 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 Citycon 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 capital.
If Citycon 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 Directors.
If Citycon resolves to merge in another company as Citycon being
acquired or in a company to be formed in a combination merger, or
if Citycon 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 Citycon redeems the
stock options from him/her for market value.
If Citycon, 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 Citycon's own shares does not
require Citycon 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 Citycon 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, 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 Citycon 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 Citycon.
Citycon 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 Citycon 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.