Stock options

Stock options 2015

The Annual General Meeting decided to accept the Board’s proposal to issue new shares to the shareholders without payment in proportion to their holdings so that two new shares are issued for each share (share split). A total of 15.958.812 new shares will be issued. As a result the Board has decided on the following changes to be made to the Option program. The changes will take effect on March 22nd 2018.

The Board decided to change the share subscription price of A, B and C options to correspond to the free share split ratio so that after the dividend distribution decided by the Annual General Meeting on March 20, 2018

  • The share subscription price for A options is EUR 8.23;
  • The share subscription price for B options is EUR 10.12;
  • The share subscription price for C options is EUR 13.06.
  • Amend the number of shares to be subscribed under the A, B and C stock options. After the amendment one share option entitles to subscribe for three shares
  • The subscription price of the share will be reduced by one-third (1/3) of the dividends to be paid after the end of the subscription price setting period and before the share subscription and the record date of 22 March 2018 or earlier
  • The number of shares subscribed under the stock option rights may increase by a maximum of 450.000 new shares.

The above changes will take effect after the new shares issued have been registered in the Trade Register, ie 22 March 2018.

Based on the share issue authorization granted by the General Meeting of March 19, 2015, Revenio Group Corporation’s Board of Directors decided, on August 10, 2015, to implement a new option scheme comprising a maximum of 150,000 option rights. Each option right entitles the holder to subscribe to three Revenio Group Corporation shares. The Board of Directors shall decide upon the distribution of stock option to the key personnel employed by or to be recruited by the Revenio Group.

Of the stock options, 50,000 are marked with the letter A, 50,000 are marked with the letter B and 50,000 are marked with the letter C.

The subscription periods are as follows:

  • Series A, May 31, 2017–May 31, 2019
  • Series B, May 31, 2018–May 31, 2020
  • Series C, May 31, 2019–May 31, 2021

The Board of Directors shall decide upon the distribution of stock option to the key personnel employed by or to be recruited by the Revenio Group. The Subsidiary shall be given stock option rights to such extent that the stock option rights are not distributed to the Group personnel. The Board of Directors may decide on particular additional provisions concerning the stock options upon distribution of stock options. The Board of Directors shall also decide upon the further distribution of the stock options given to the Subsidiary and returned later to the Subsidiary.

 

2015 A

The total number of the A series stock options under the 2015 option scheme is 50,000. Each option right entitles its holder to subscribe to one (1) Revenio Group Corporation share. Revenio Group Corporation’s subsidiary, Done Medical Oy, holds 14,000 series A option rights.

At the moment, the share subscription price under the A series option rights is EUR 8.23 per share. In accordance with the terms and conditions of the option scheme, the subscription price has been reduced by the amount of dividends decided before the share subscription, on the record date of each dividend payment. In accordance with the terms and conditions of the option scheme, the share subscription period for series A option rights will begin on May 31, 2017. The option rights will be freely transferable as from that date. The subscription period will end on May 31, 2019.

The subscription place is Nordea Bank Finland Plc’s offices in Finland. If the subscriber does not have a Nordea bank account from which the subscription fee can be charged, the subscriber should ask their own account manager if the account manager could transfer the order and subscription fee to Nordea on behalf of the subscriber.

The shares subscribed for under stock options 2015 A during 2018 will be handled on the following target dates:

Share subscription no later than March 5, 2018    Handled no later than March 23, 2018

Share subscription no later than June 1, 2018    Handled no later than June 20, 2018

Share subscription no later than Oct 5, 2018    Handled no later than Oct 29, 2018

Share subscription no later than Nov 28, 2018Handled no later than Dec 19, 2018

 

The subscribed share is not immediately available for selling on the stock exchange but the new shares will first be entered into the Trade Register and after that the shares will be applied for listing on the stock exchange as a so-called supplementary lot. Therefore a stock option holder should be aware that the subscribed share would only be quoted after several weeks from the share subscription.

Shares will establish shareholders rights as of the date of share registration.

 

2015 B

The total number of the B series stock options under the 2015 option scheme is 50,000. Each option right entitles its holder to subscribe to one (1) Revenio Group Corporation share. 

At the moment, the share subscription price under the B series option rights is EUR 10.12 per share. In accordance with the terms and conditions of the option scheme, the subscription price has been reduced by the amount of dividends decided before the share subscription, on the record date of each dividend payment. In accordance with the terms and conditions of the option scheme, the share subscription period for series B option rights will begin on May 31, 2018. The option rights will be freely transferable as from that date. The subscription period will end on May 31, 2020.

The subscription place is Nordea Bank Finland Plc’s offices in Finland. If the subscriber does not have a Nordea bank account from which the subscription fee can be charged, the subscriber should ask their own account manager if the account manager could transfer the order and subscription fee to Nordea on behalf of the subscriber.

The shares subscribed for under stock options 2015 B during 2018 will be handled on the following target dates:

Share subscription no later than June 1, 2018    Handled no later than June 20, 2018

Share subscription no later than Oct 5, 2018    Handled no later than Oct 29, 2018

Share subscription no later than Nov 28, 2018    Handled no later than Dec 19, 2018

 

2015 C

The total number of the C series stock options under the 2015 option scheme is 50,000. Each option right entitles its holder to subscribe to one (1) Revenio Group Corporation share. 

In accordance with the terms and conditions of the option scheme, the share subscription period for series C option rights will begin on May 31, 2019. The option rights will be freely transferable as from that date. The subscription period will end on May 31, 2021. The share subscription price shall be for stock option C the trade-weighted average price of Revenio’s shares on Nasdaq Helsinki Ltd. during September 1 – October 15, 2017 with an addition of 15 per cent. 

The subscription place is Nordea Bank Finland Plc’s offices in Finland. If the subscriber does not have a Nordea bank account from which the subscription fee can be charged, the subscriber should ask their own account manager if the account manager could transfer the order and subscription fee to Nordea on behalf of the subscriber.

Terms and conditions

Terms and conditions of Revenio Group Corporation’s 2015 option scheme