Incentive Schemes
The Company's Incentive Schemes
The Company applies a bonus scheme, approved by the Board, which aims to encourage the Group's employees to meet set targets. The payment of such bonuses requires that the business units meet the specified financial and performance targets.
The incentive scheme covers the concern's Operative Management Group, subsidiaries' managing directors and certain personnel with a key role in subsidiaries' business. The criteria for the payment of a bonus, and its maximum amount, are confirmed annually. Typically, half of the bonus is tied to achieving consolidated or subsidiary's operating profit targets, while half depends on attaining personal targets.
Stock Option Scheme
Based on the share issue authorization approved by the Shareholders' Meeting of April 3 2007, on November 23, 2007, Done Solutions Corporation's Board of Directors decided on a new corporate option scheme, comprising a maximum of 3,684,365 option rights. Each option right entitles the holder to one Done Solutions Corporation share. The proportion of stock to be subscribed based on the option rights to be issued totals a maximum of 5.4% of the company's capital stock and voting rights, once the new shares to be subscribed via the option rights have been registered.
The option rights are divided into three series: series A (1,684,365 stock options), series B (1,000,000 stock options) and series C (1,000,000 stock options). The subscription period for series A option rights is May 1, 2009 - May 1, 2013; for series B option rights November 1, 2010 - November 1, 2014 and for series C option rights May 1, 2012 - May 1, 2016. Furthermore, the subscription price of the shares is the weighted average price of Done Solutions Corporation's shares during November 1 - 30, 2007 (for series A option rights), April 1 - 30, 2009 (for series B option rights) and November 1 - 30, 2010 (for series C option rights).
The option rights shall be granted to members of the Group management in accordance with the decision of Done Solutions Corporation's Board of Directors. A significant proportion of the option rights were reserved for Done Medical Oy, a wholly owned subsidiary of Done Solutions Corporation. The Board of Done Solutions Corporation shall decide on the allocation of these reserved option rights at a later date. The Board may extend the number of recipients of the option rights at a later date or decide on their allocation, for instance in connection with any further business restructuring or recruitment.
The company's related parties entitled to subscribe to shares via the option rights currently own less than one per cent of the company's shares and associated voting rights.
DONE SOLUTIONS CORPORATION'S OPTION SCHEME 2007
Based on the share issue authorization approved by Done Solutions Corporation's (hereinafter "Done" or "the company") Shareholder Meeting of April 3, 2007, Done's Board of Directors decided, on November 23, 2007, to grant option rights to members of the corporate management of Done and its subsidiaries as well as to its subsidiary, Done Medical Oy, under the following conditions:
I TERMS AND CONDITIONS REGARDING THE OPTION RIGHTS ISSUE
1. Number of Option Rights
A maximum of 3,684,365 option rights shall be granted, entitling the holders to subscribe in total for a maximum of 3,684,365 of Done's new shares. One option right entitles its holder to subscribe for one share.
2. Option rights
Of the option rights, 1,684,365 shall be marked series A; 1,000,000 series B and 1,000,000 series C. The company shall send the recipients of the option rights written notification of the option rights granted.
The option rights shall be issued in the book-entry securities system.
3. Recipients of the Option Rights
By way of deviation from the shareholders' subscription privilege, the option rights shall be granted to members of Done Group's management and to Done's wholly owned subsidiary, Done Medical Oy. This deviation from shareholders' subscription privilege has been made because the option rights are intended to form part of Done Group's staff incentive scheme.
During the issue phase, all 2007B and 2007C option rights, as well as part of the 2007A option rights, shall be allocated to Done Medical Oy.
4. Allocation of the Option Rights
The option rights shall be allocated in a way determined by the Board. Done Medical Oy shall be granted option rights insofar as they are not allocated to members of Done Group management. Done's Board shall decide on the allocation of option rights to be granted to Done Medical Oy, or later relinquished to it, to any members of the management employed by, or to be recruited by, Done Group.
The company shall send the recipients of the option rights written notification of the option rights offered. These option rights shall be granted as soon as the recipient thereof has accepted the offer made by the company.
5. Disposal and Relinquishment of the Option Rights
Option rights for which the subscription time referred to in section II.2 has not yet commenced cannot be transferred to a third party or lodged as securities without the express written consent of the company's Board of Directors. The option rights are freely transferable as soon as their respective subscription time has commenced. The option holder is obliged to notify the company in writing without delay of any intentions to dispose of his or her option rights. Notwithstanding the above, the Board may grant permission for the transfer of option rights earlier.
If the option holder's work or employment relationship with Done Group terminates for reasons other than retirement or death, he or she must, without delay, relinquish without compensation, to the company or its nominee any such option rights for which the subscription time, as specified under II.2, has not commenced on the termination date of the work or employment relationship. In such cases, the Board may, however, decide that the option holder may keep all or a portion of the option rights subject to relinquishment.
Irrespective of whether or not the option holder has offered to relinquish the option rights to the company, the company is entitled to notify the option holder in writing that the option holder has forfeited his or her option rights for the reasons mentioned above. Irrespective of whether or not the company has been offered back the option rights, the company shall be entitled to lodge an application for, and have all relinquishable option rights transferred from, the option holder's book-entry account to its designated book-entry account without the consent of the option holder. Furthermore, the company is entitled to have any restrictions on the right of disposal of option rights, and any similar restrictions, registered in the option holder's book-entry account without the holder's consent.
II TERMS RELATING TO THE SHARE SUBSCRIPTION
1. Right to Subscribe for New Shares
Each option entitles its holder to subscribe for one (1) new share in the company. As a result of the share subscriptions, the number of the company's shares may increase by a maximum of 3,684,365 new shares. The subscription value of a share will be recorded in the distributable equity fund.
As Done's subsidiary, Done Medical Oy cannot subscribe for Done's shares under the option rights.
2. Share Subscription and Payment
The subscription period for the shares is as follows:
For option rights A: May 1, 2009 - May 1, 2013
For option rights B: November 1, 2010 - November 1, 2014
For option rights B: May 1, 2012 - May 1, 2016
The subscription of the shares shall take place at the company's headquarters or another location to be announced at a later date. Shares must be paid for at the time of subscription, into a bank account specified by the company. The company shall decide on all measures associated with the share subscription.
3. Share Subscription Price
The share subscription prices are:
- For option rights 2007A, the trade-weighted average price of Done's shares on the Helsinki Stock Exchange during November 1 - 30, 2007
- For option rights 2007B, the trade-weighted average price of Done's shares on the Helsinki Stock Exchange during April 1 - 30, 2009
- For option rights 2007C, the trade-weighted average price of Done's shares on the Helsinki Stock Exchange during November 1 - 30, 2010.
The subscription price of a share to be subscribed for via option rights will be reduced after the period determining the subscription price has ended, by the number of dividends set before the share subscription, on the record date of each dividend payment. However, the minimum subscription price of a share is always EUR 0.01.
4. Registration of Option Rights and Shares
The option rights used for stock subscriptions shall be debited from the subscriber's book-entry account and shares subscribed and fully paid for will be entered into it.
At its quarterly meetings, the company's Board of Directors approves any share subscriptions made, and based on these approved subscriptions sends notification of the increase in share capital to be registered without delay, and in order for the new shares to be made available for trading together with the other publicly traded shares of the company.
However, before the Annual General Meeting, the Board has no obligation to approve any subscriptions completed after the close of the financial year.
5. Shareholder Rights
The shares' dividend entitlement and other shareholder rights shall commence once the shares have been entered into the Trade Register.
6. Share Issues, Convertible Bonds and Option Rights prior to the Share Subscription
If, prior to the share subscription, the company decides on a rights issue or on granting new option rights or other special share entitlement rights, the option holder shall have the same or equal rights as a shareholder. This equality shall be implemented as decided by the Board of Directors, so that the number of shares available for subscription, the subscription prices, or both, shall be modified.
7. Rights in Certain Special Cases
If the company pays dividends or distributes assets from its distributable equity fund, the subscription price of a share, to be subscribed via an option right, shall be reduced once the determination period for the subscription price has commenced, by an amount equivalent to the dividend decided before the share subscription, or by an amount equivalent to distributable equity, on the record date of each payment of the dividends or return of capital.
If the company reduces its share capital by distributing share capital to shareholders, the subscription price of shares to be subscribed via option rights shall be reduced after the commencement of the determination period of the subscription price and by an amount equivalent to the distributable equity decided before the share subscription, on the record date of the return of capital.
If, prior to the share subscription, the company goes into liquidation, the option holders will be reserved the opportunity to use their option rights during a period of time set by the Board before the liquidation commences.
If the company is removed from the Trade Register prior to the share subscription, an option holder shall be entitled to the same or equivalent rights as a shareholder.
If the company decides to merge with another company (as a merging company) or to merge with a company formed as a result of a combination merger or decides to demerge, the option holders shall be granted the right to subscribe for shares during a specific period of time set by the Board prior to the merger or demerger. After this, the entitlement to share subscription will cease to exist. If the transfer of the option rights is banned under section I.5, the option holder has, nevertheless, the right to dispose of his or her option rights during the specific period of time set by the Board prior to the merger or demerger. The provisions of Chapter 16, Section 13 of the Limited Liability Companies Act shall be applied to the redemption of option rights. The purchase or redemption of treasury shares or the acquisition of option rights or other special share entitlement rights shall not affect the status of the option holder. However, if the company decides to purchase or redeem its treasury shares from all shareholders, the option holders must be made an equivalent offer.
If, prior to the end of the share subscription period, any shareholder gains a redemption right or obligation to all shares under Chapter 18, Section 1 of the Limited Liability Companies Act, based on the fact that the said shareholder holds more than 90% of the company's shares and associated voting rights, the option holders shall be reserved the right to exercise their share subscription right during the specific period of time set by the Board, or be reserved an equal opportunity alongside other shareholders to sell their option rights to the buyer irrespective of the transfer restriction outlined in I.5 above. Any shareholder who gains a holding of more than 90% of the company's shares and associated voting rights shall be entitled to buy the option rights owned by an option holder and, should the shareholder decide to exercise this right, the option holder shall have the obligation to sell his or her option rights to the shareholder at a market price.
If, prior to share subscription, any shareholder is vested with a redemption obligation for shares owned by others under Section 6, Subsection 6 of the Securities Market Act, the option holder can, without the restriction described in I.5 above applying, offer his or her own option rights to be redeemed by the buyer or to be exchanged for the buyer's option rights, under equal terms with existing shareholders, as applicable.
III OTHER ASPECTS
These terms and conditions shall be governed by the laws of Finland. Any disputes concerning option rights shall be resolved through arbitration proceedings, in compliance with the rules of the Arbitration Institute of the Central Chamber of Commerce of Finland.
The Board of Directors may decide on the transfer of option rights to a book-entry securities system at a later date, together with any technical modifications to these terms and conditions, as well as on other modifications and specifications that may be deemed immaterial. The Board shall decide on any other aspects in relation to option rights. All documents concerning option rights are available for viewing at the headquarters of Done Solutions Corporation.
The company shall be entitled to take back any unrelinquished or unsubscribed option rights of any option holders without compensation if the option holder violates these terms and conditions or any orders given by the company pursuant to these terms and conditions, or acts against the applicable laws or orders issued by public authorities.
These terms and conditions have been written in Finnish and in English. In the event of any conflict, the Finnish version shall prevail.
