Efore

Stock option program 2005

The Board of Directors of Efore Plc resolved in March 2005, by authorization of the Annual General Meeting of Shareholders held in December 2004, that stock option program be issued in order to commit the key personnel to the employer on a long term basis. A share ownership plan, in which the key personnel is obliged to acquire Efore Plc shares with 20 % of the net income gained from the stock options and own these shares for one year, is incorporated to the stock option program.

Based on the stock option program a total of 2,250,00 stock options were issued, each entitling to subscription of one Efore Plc share. The stock options are divided in stock options 2005A (950,000), 2005B (650,000) and 2005C (650,000). Upon issue, a part of the stock options 2005A were distributed to the key personnel of Efore Plc and all of the stock options 2005B and 2005C as well as the remaining stock options 2005A were granted to Fi-Systems Oy, a wholly-owned subsidiary of Efore Plc, from which stock options can be distributed to the key personnel of Efore Group by resolution of the Board of Directors of Efore Plc.
 
The share subscription price shall for stock option 2005C the trade volume weighted average quotation of the Efore Plc share on the Helsinki Stock Exchange between 1 January and 15 March 2007.  From the share subscription price of stock options will be deducted the amount of the dividend distributed annually.
 
The share subscription period for stock options 2005A and 2005B  is ended and for stock options 2005C the share subscritption period is 1 April 2009 - 30 April 2012. 

Management shareholding plan 2010 - 2013

The Board of Directors of Efore Plc (Company) decided August 2010 on a new shareholding plan directed to the members of the Efore Group Executive Management Team. The plan enables the participants to acquire a considerable long-term shareholding in the Company. Through this plan, the executives personally invest a considerable amount of their own funds in the Company’s shares. The executives finance their investments partly themselves and partly by a loan provided by the Company. The actual owner risk will be carried out personally by the executives for the part of their personal investment in the plan. 

For the purpose of the share ownership, the members of the Executive Management Team will establish a limited company named Efore Management Oy (Efore Management), whose entire share capital they own. The intention of Efore Management is to acquire a maximum total of 2,084,400 Company’s shares from the members of the Executive Management Team as well as by subscribing for new Company shares in a share issue directed to Efore Management. The acquisitions will be financed by capital investments in Efore Management by the members of the Executive Management Team, in the maximum total amount of EUR 300,000, as well as by a loan provided by the Company. After the plan has been implemented, the members of the Executive Management Team will hold 4.9% of the Company’s shares through Efore Management.

As part of the plan, the Board of Directors of the Company has decided to grant to Efore Management an interest-bearing loan in the maximum amount of EUR 1,200,000 to finance the acquisition of the Company’s shares. The loan will be repaid in full by 30 April 2014, at the latest. Should the plan be continued by one year at a time in 2013 and 2014, the loan period may be extended respectively. Efore Management has the right to repay the loan prematurely at any time and the obligation to repay the loan prematurely by selling the Company’s shares it holds, in case the Company’s share price exceeds a certain level determined in the plan, otherwise than occasionally.

The plan will be valid until the end of the year 2013, after which the plan is intended to be dissolved in a manner to be determined later. The plan may be dissolved, e.g., by merging Efore Management with the Company, or by selling the Company’s shares held by Efore Management to the Company, or otherwise. The plan will be continued by one year at a time, in case the Company’s share at the end of year 2013 or 2014 is lower than the average share price which Efore Management paid for the Company’s shares. 

During the validity of the plan, the transfer of the Company’s shares held by Efore Management has been restricted. The share ownership in Efore Management by the members of the Executive Management Team will be valid until the dissolution of the plan.

On the basis of authorization granted by the Annual General Meeting of Shareholders of the Company on 9 February 2010, the Board of Directors of the Company decided on a share issue against payment directed to Efore Management on 25 August 2010. In the share issue, a maximum total of 2,000,000 new Company shares will be offered for subscription by Efore Management, in derogation from the shareholders’ pre-emptive subscription rights. There are weighty financial reasons for the derogation from the shareholders’ pre-emptive subscription rights as the shares to be issued in the share issue will be used for the implementation of the shareholding plan of the members of the Company’s Executive Management Team.

The subscription price of a new share is EUR 0.70. The subscription price was based on the prevailing market price of the Company share.  Efore Management will pay the subscription price in cash upon subscription. The share subscription period is 13 September—8 October 2010. The subscription price of the new shares will be credited to the reserve for invested unrestricted equity of the Company. Right to dividend and other shareholder rights will commence after the new shares have been entered into the Trade Register. The shares will be registered on the book-entry account of Efore Management and they will be applied for public trading on NASDAQ OMX Helsinki Ltd after their Trade Register entry.

On the basis of the share issue the number of the Company shares will increase to a maximum of 42,529,648 shares.  

The Board of Directors decided on January 10, 2012 to offer a maximum of 273,842 treasury shares held by the Company in a directed share issue against payment to Efore Management Oy, a holding company owned by the management, in order to expand the shareholding plan and to include a new member of the Efore Group Executive Management Team in the plan. The decision is based on the authorization granted by the Annual General Meeting of Shareholders of the Company on 10 February 2011.


Updated Feb. 1, 2012