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Stock Options 2011
The Board of Directors of Citycon Oyj decided on 3 May 2011, by virtue of an authorisation granted by the Annual General Meeting of Citycon Oyj held on 13 March 2007, to issue stock options to the key personnel of the company and its subsidiaries. The company had a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key personnel to the company.
The maximum total number of stock options which can be distributed is 7,250,000, and they entitle their owners to subscribe for a maximum total of 8,529,625 new shares in the company or existing shares held by the company. The stock options will be issued gratuitously. The stock options are marked with the symbol 2011A(I), 2011A(II) and 2011A(III); with the symbol 2011B(I), 2011B(II) and 2011B(III); with the symbol 2011C(I), 2011C(II) and 2011C(III); and with the symbol 2011D(I), 2011D(II) and 2011D(III). Upon the distribution of stock options the Board of Directors will decide on how the stock options are divided into the sub-categories.
The number of shares subscribed by exercising stock options now issued corresponds to a maximum total of 1.9 per cent of the shares and votes in the company, after the potential share subscription, if new shares are issued in the share subscription.
Share Subscription Ratio and Share Subscription Price
In order to ensure the equal treatment of the holders of Citycon’s 2011 stock options and shareholders, the Board of Directors of Citycon Oyj has adjusted, due to rights issues in 2012 and 2013, the subscription ratio and the subscription price of the stock options 2011 in accordance with the terms and conditions of the stock options 2011. The current subscription ratios and prices are set forth in the table below. Due to the above adjustments, the Board of Directors has also adjusted the maximum total number of shares to be subscribed for based on the 2011 stock options to 8,529,625 shares.
| 2011A-D(I) | 2011A-D(II) | 2011A-D(III) | |
| Share Subscription ratio (as from 8 October 2012) |
1.1765 | 1.1765 | 1.1765 |
| Share Subscription price (as from 14 March 2013) |
2.8009 | 2.9199 | 2.3419 |
The total amount of shares is rounded down to full shares in connection with subscription of the shares and the total subscription price is calculated using the rounded amount of shares and rounded to the closest cent.
The share subscription price will be recognised in the company’s invested unrestricted equity fund. Each year, the per-share dividends and equity returns, differing from the company´s normal practice, may be deducted from the share subscription price.
Share Subscription Period
| 2011A(I-III) | 2011B(I-III) | 2011C(I-III) | 2011D(I-III) | |
| Share subscription period to begin |
1 April 2012 | 1 April 2013 | 1 April 2014 | 1 April 2015 |
| Share subscription period to end |
31 March 2018 | 31 March 2018 | 31 March 2018 | 31 March 2018 |
Distributed Stock Options
A total of 2,250,000 stock options divided into sub-categories 2011A–D(I) has been distributed; 562,500 stock options in each sub-category. The theoretical market value of distributed stock options 2011A–D(I) is EUR 0,78 per stock option, or EUR 1,755,000 in total. The theoretical market value has been calculated by using the following input factors: share price EUR 3.20, risk free interest rate 3.18 per cent, dividend 4.4 per cent, validity of stock options approximately 7 years and volatility 35 per cent.
A total of 1,990,000 stock options divided into sub-categories 2011A–D(II) has been distributed. The theoretical market value of distributed stock options 2011A–D(II) is EUR 0.73 per stock option, or EUR 1,452,700 in total. The theoretical market value has been calculated by using the following input factors: share price EUR 3.34, risk free interest rate 2.87 per cent, dividend 4.4 per cent, validity of stock options approximately 7 years and volatility 33 per cent.
A total of 2,025,000 stock options divided into sub-categories 2011A–D(III) has been distributed. The theoretical market value of distributed stock options 2011A–D(III) is EUR 0.46 per stock option, or EUR 931,500 in total. The theoretical market value has been calculated by using the following input factors: share price EUR 2.54, risk free interest rate 1.73 per cent, dividend 5.5 per cent, validity of stock options approximately 6.4 years and volatility 35 per cent.
Share Ownership Obligation
A share ownership obligation, under which the members of the Corporate Management Committee are obliged to acquire the company’s shares with 25 per cent of the gross stock option income gained from the exercised stock options, is incorporated into the stock options 2011. The acquisition obligation will expire once a member of the Corporate Management Committee owns the company’s shares worth his or her 12 months’ gross salary. Such shares must be held as long as the employment or service contract is in force.
Terms and Conditions of Stock Options 2011
updated on 10 April 2013
