Stock options 2011


The Board of Directors of Citycon decided on 3 May 2011 to issue stock options to the key personnel of the company and its subsidiaries. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value and to commit the key personnel to the company.

Stock options 2011 could be granted during years 2011–2015 and they can be exercised for share subscription during years 2012–2018. The stock options were issued gratuitously. The maximum total number of stock options that could be distributed was 7,250,000.  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 decided on how the stock options are divided into the sub-categories.

If the stock options had been fully distributed, they would entitle their owners to subscribe for a maximum total of 14,622,525 new shares in the company or existing shares held by the company. On 31 December 2015 the number of distributed stock options 2011 was 6,185,000 and they entitle their owners to subscribe a maximum total of 12,474,526 new shares in the company or existing shares held by the company.

The number of shares subscribed by exercising stock options now issued corresponds to a maximum total of 1.4 per cent of the shares and votes in the company, after the potential share subscription, if new shares are issued in the share subscription (31 January 2016).

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 has adjusted, due to share issues in 2012, 2013, 2014 and 2015, 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.

 

2011A-D(I)

2011A-D(II)

2011A-D(III)

Share subscription ratio

2.0169

2.0169

2.0169

Share subscription price

2.5380

2.6075

2.2703


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.

Distributed stock options

A total of 2,250,000 stock options divided into sub-categories 2011A–D(I) have 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.

A total of 1,910,000 stock options divided into sub-categories 2011A–D(II) have been distributed. The theoretical market value of distributed stock options 2011A–D(II) is EUR 0.73 per stock option, or EUR 1,423,500 in total. 

A total of 2,025,000 stock options divided into sub-categories 2011A–D(III) have 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.

Theoretical market values of the distributed stock options are available in the relevant  stock exchange release.

Information about the stock options granted to the CEO and other members of the Corporate Management Committee and the share ownership obligation incorporated into the stock options 2011 are available in the Remuneration Report 2015.

Share subscription period and transfer of the subscribed shares
 

 

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



The shares subscribed for under stock options 2011 during 2017 will be transferred to the book-entry account of the stock option holder on the following target dates:

Share subscription deadline

Transfer of the subscribed shares latest by

25 January 2017 28 February 2017
5 April 2017 5 May 2017
28 June 2017 1 August 2017
5 October 2017 6 November 2017
29 November 2017 29 December 2017

In accordance with the decision of Board of Directors, stock options are to be used for share subscription. Share subscriptions are, as a rule, directed at existing shares of the company, which shall be purchased through public trading organised by Nasdaq Helsinki Ltd based on the share subscriptions at each time and always subject to a valid authorisation granted by the General Meeting of the company. Right to dividend and other shareholder rights shall commence when the subscribed shares have been registered to the book-entry account of the stock option holder. Citycon does not assume any liability for non-transfers occurring on any of the above-mentioned dates.

Terms and conditions of stock options 2011

Citycon to repurchase own shares to implement the 2011 option program