The Board of Directors of Citycon Oyj Decided on a New Stock Option Plan

Stock exchange releases - 4 May 2011


 Citycon will launch a new key personnel stock option plan. The company has 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 issued is 7,250,000, and they entitle their owners to subscribe for a maximum total of 7,250,000 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 2.9 per cent of the shares and votes in the company, after the potential share subscription, if new shares are issued in the share subscription.



 For stock options 2011A(I), 2011B(I), 2011C(I) and 2011D(I), the share subscription price is EUR 3.17 per share, and it is based on the trade volume weighted average quotation of the company´s share on NASDAQ OMX Helsinki Ltd during twenty (20) trading days following the release date of the company’s Full Year 2010 Results. For stock options 2011A(II), 2011B(II), 2011C(II) and 2011D(II), the share subscription price is based on the trade volume weighted average quotation of the Company´s share on NASDAQ OMX Helsinki Ltd during twenty (20) trading days following the release date of the Company’s Interim Report Q1 2011. For stock options 2011A(III), 2011B(III), 2011C(III) and 2011D(III), the share subscription price is based on the trade volume weighted average quotation of the Company´s share on NASDAQ OMX Helsinki Ltd during twenty (20) trading days following the release date of the Company’s Interim Report Q3 2011. 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.



 The share subscription period will be, for stock option 2011A(I), 2011A(II) and 2011A(III), 1 April 2012—31 March 2018, for stock option 2011B(I), 2011B(II) and 2011B(III), 1 April 2013—31 March 2018, for stock option 2011C(I), 2011C(II) and 2011C(III), 1 April 2014—31 March 2018 and for stock option 2011D(I), 2011D(II) and 2011D(III), 1 April 2015—31 March 2018.



 The Board of Directors decided to distribute a total of 2,250,000 stock options divided into sub-categories 2011A(I), 2011B(I), 2011C(I) and 2011D(I); 562,500 stock options in each sub-category. The average theoretical market value of distributed stock options 2011A(I), 2011B(I), 2011C(I) and 2011D(I) is approximately EUR 0,78 per stock option, approximately EUR 1,755,000 in total. The theoretical market value of one stock option has been calculated by using the Black & Scholes stock option pricing model with the following average input factors: share price EUR 3.20, risk free interest rate 3.18 per cent, dividend 4.4% and volatility 35 per cent.



 Furthermore, the Board of Directors decided to distribute a total of 2,280,000 stock options divided into sub-categories 2011A(II), 2011B(II), 2011C(II) and 2011D(II); 570,000 stock options in each sub-category. The theoretical market value of these stock options is available after the determination of their share subscription price.



 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.



 The Board of Directors decided on the new Stock Option Plan on the basis of the authorisation granted by the company’s Annual General Meeting held on 13 March 2007. The terms and conditions of the Stock Option Plan 2011 are attached to this release.



 Helsinki 3 May 2011



 CITYCON OYJ

 Board of Directors



 

 For further information, please contact:

 Eero Sihvonen, CFO and Executive VP

 Tel +358 20 766 4459 or +358 50 557 9137

 eero.sihvonen@citycon.fi



 Distribution:

 NASDAQ OMX Helsinki

 Major media

 www.citycon.com



  



 Attachment: Terms and Conditions of Citycon Oyj Stock Options 2011



 CITYCON OYJ STOCK OPTION PLAN 2011



 The Board of Directors of Citycon Oyj (the Board of Directors) has on 3 May 2011 resolved, by virtue of an authorisation granted by the Annual General Meeting of Citycon Oyj (the Company) held on 13 March 2007, to issue stock options to the key personnel of the Company and its subsidiaries (the Group), on the following terms and conditions:



 

 I STOCK OPTION TERMS AND CONDITIONS



 1. Number of Stock Options



 The maximum total number of stock options issued is 7,250,000, and they entitle their holders to subscribe for a maximum total of 7,250,000 new shares in the Company or existing shares held by the Company (the share). The stock options shall be issued gratuitously.



 2. Stock Options



 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 shall decide on how the stock options are divided into the sub-categories.



 The Board of Directors shall notify the recipients of stock options in writing of the offer of stock options. The stock options shall be delivered to the recipient when (s)he has accepted the offer made by the Board of Directors.



 3. Right to Stock Options



 The stock options shall be issued gratuitously to the Group key personnel. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive and commitment program for the key personnel.



 4. Distribution of Stock Options



 The Board of Directors shall annually decide upon the distribution of the stock options to the key personnel employed by or to be recruited by the Group. The Board of Directors shall decide upon the further distribution of the stock options returned to the Company later.



 The stock options shall not constitute a part of employment or service contract of a stock option recipient, unless otherwise separately agreed between the Company and a stock option recipient, and they shall not be regarded as salary or fringe benefit. Stock option recipients shall have no right to receive compensation on any grounds, on the basis of stock options, during employment or service or thereafter. Stock option recipients shall be liable for all taxes and tax-related consequences arising from receiving or exercising stock options.   



 5. Transfer and Forfeiture of Stock Options



 The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The Board of Directors shall decide whether stock options may be transferred or pledged, when the relevant share subscription period begins. The Board of Directors may, however, permit the transfer or pledge of stock options also before such date. Should the stock option owner transfer his or her stock options, such person shall be obliged to inform the Company about the transfer or pledge in writing, without delay.



 Should a stock option owner cease to be employed by or in the service of a company belonging to the Group, for any reason other than the death or the statutory retirement of a stock option owner, such person shall, without delay, forfeit to the Company or its designate, without compensation, such stock options that the Board of Directors has distributed to him or her, for which the share subscription period specified in Section II.2 has not begun, on the last day of such person's employment or service. Should the rights and obligations arising from the stock option owner's employment or service be transferred to a new owner or holder, upon the employer's transfer of business, the proceedings shall be similar. As an exception to the above, the Board of Directors may, at its discretion, decide, when appropriate, that the stock option owner is entitled to keep such stock options, or a part of them.



 The Board of Directors may decide on incorporation of the stock options 2011 into the book-entry securities system. If the stock options have been incorporated into the book-entry securities system, the Company shall have the right to request and get transferred all forfeited stock options from the stock option owner's book-entry account on the book-entry account indicated by the Company, without the consent of the stock option owner. In addition, the Company shall be entitled to register transfer restrictions and other respective restrictions concerning the stock options on the stock option owner's book-entry account, without the consent of the stock option owner.



 A stock option owner shall, during his employment, service or thereafter, have no right to receive compensation on any grounds for stock options that have been forfeited in accordance with these terms and conditions.



 II SHARE SUBSCRIPTION TERMS AND CONDITIONS



 1. Right to Subscribe for Shares



 Each stock option entitles its owner to subscribe for one (1) new share in the Company or an existing share held by the Company. The Board of Directors shall, prior to the beginning of the share subscription period, decide whether the subscription right is directed at a new share or an existing share. The share subscription price shall be recognised in the Company’s invested unrestricted equity fund.



 2. Share Subscription and Payment



 The share subscription period shall be  

 

 for stock option 2011A(I) 1 April 2012—31 March 2018

 

 -  for stock option 2011A(II) 1 April 2012—31 March 2018

 -  for stock option 2011A(III) 1 April 2012—31 March 2018

 -  for stock option 2011B(I) 1 April 2013—31 March 2018

 -  for stock option 2011B(II) 1 April 2013—31 March 2018

 -  for stock option 2011B(III) 1 April 2013—31 March 2018

 -  for stock option 2011C(I) 1 April 2014—31 March 2018

 -  for stock option 2011C(II) 1 April 2014—31 March 2018

 -  for stock option 2011C(III) 1 April 2014—31 March 2018

 -  for stock option 2011D(I) 1 April 2015—31 March 2018

 -  for stock option 2011D(II) 1 April 2015—31 March 2018

 -  for stock option 2011D(III) 1 April 2015—31 March 2018.

 

 Should the last day of the share subscription period not be a banking day, the share subscription may be made on a banking day following the last share subscription day.



 Share subscription shall take place at the head office of the Company or possibly at another location and in the manner determined later. Upon subscription, payment for the shares subscribed for, shall be made to the bank account indicated by the Company. The Board of Directors shall decide on all measures concerning the share subscription.



 3. Share Subscription Price



 For stock options 2011A(I), 2011B(I), 2011C(I) and 2011D(I), the share subscription price is the trade volume weighted average quotation of the Company´s share on NASDAQ OMX Helsinki Ltd during twenty (20) trading days following the release date of the Company’s Full Year 2010 Results, 10 February—9 March 2011, i.e. EUR 3.17 per share.



 For stock options 2011A(II), 2011B(II), 2011C(II) and 2011D(II), the share subscription price is the trade volume weighted average quotation of the Company´s share on NASDAQ OMX Helsinki Ltd during twenty (20) trading days following the release date of the Company’s Interim Report Q1 2011, 5 May—1 June 2011.



 For stock options 2011A(III), 2011B(III), 2011C(III) and 2011D(III), the share subscription price is the trade volume weighted average quotation of the Company´s share on NASDAQ OMX Helsinki Ltd during twenty (20) trading days following the release date of the Company’s Interim Report Q3 2011.



 The share subscription price of the stock options may be decreased in certain cases mentioned in Section 7 below. The share subscription price shall, nevertheless, always amount to at least EUR 0.01.



 4. Registration of Shares



 Shares subscribed and fully paid for shall be registered on the book-entry account of the subscriber.



 5. Shareholder Rights



 The dividend rights of the new shares and other shareholder rights shall commence after the shares have been entered in the Trade Register.



 Should existing shares, held by the Company, be given to the subscriber of shares, the subscriber shall be given the right to dividend and other shareholder rights after the shares having been registered on his or her book-entry account.



 6. Share Issues, Stock Options and Other Special Rights Entitling to Shares before Share Subscription



 Should the Company, before the share subscription, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares, so that the shareholders have pre-emptive right to subscription, a stock option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription prices or both of these.



 7. Rights in Certain Cases



 Should the Company, differing from the Company’s normal practice, distribute dividends or assets from the invested unrestricted equity fund, the Board of Directors may decide that from the share subscription price of the stock options, shall be deducted the per-share amounts of dividends and equity returns distributed from the invested unrestricted equity fund decided after the period for determination of the share subscription price but before share subscription, as per the record date of the dividend payment and equity return.



 Should the Company reduce its share capital by distributing share capital to the shareholders, the Board of Directors may decide that from the share subscription price of the stock options, shall be deducted the per-share amount of the distributed share capital decided after the period for determination of the share subscription price but before share subscription, as per the record date of the return of share capital.



 Should the Company be placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his or her share subscription right, within a period of time determined by the Board of Directors. Should the Company be deregistered, before the share subscription, the stock option owner shall have the same right as, or an equal right to, that of a shareholder.



 Should the Company resolve to merge with another company as a merging company or merge with a company to be formed in a combination merger, or should the Company resolve to be demerged entirely, the stock option owners shall, prior to the registration of the execution of a merger or a demerger, be given the right to subscribe for shares with their stock options, within a period of time determined by the Board of Directors. Alternatively, the Board of Directors may give a stock option owner the right to convert the stock options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board of Directors, or the right to sell stock options prior to the registration of the execution of a merger or a demerger. After such period, no share subscription right or conversion right shall exist. The same proceeding shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as an European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another member state of the European Economic Area. The Board of Directors shall decide on the impact of potential partial demerger on the stock options. In the above situations, the stock option owners shall have no right to require that the Company redeem the stock options from them at their market value.



 Acquisition or redemption of the Company's own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the rights of the stock option owner. Should the Company, however, resolve to acquire or redeem its own shares from all shareholders, the stock option owners shall be made an equivalent offer.



 Should a redemption right and obligation to all of the Company's shares, as referred to in Chapter 18 Section 1 of the Finnish Limited Liability Companies Act, arise to any of the shareholders, prior to the end of the share subscription period, on the basis that a shareholder possesses over 90 per cent of the shares and the votes of the shares in the Company, the stock option owners shall be given a possibility to exercise their right of share subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or the stock option owners shall have an equal obligation to that of shareholders to transfer their stock options to the redeemer, although the transfer right defined in Section I.5 above had not begun.



 III OTHER MATTERS



 These terms and conditions shall be governed by the laws of Finland. Disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce by one single arbitrator.



 The Board of Directors may decide on the technical amendments resulting from incorporation of stock options into the book-entry securities system, to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered material. Other matters related to the stock options shall be decided on by the Board of Directors.



 Should the stock option owner act against these terms and conditions, or against the instructions given by the Company, on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities, the Company shall be entitled to gratuitously withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, from the stock option owner.



 The Company may maintain a register of the stock option owners to which the stock option owners' personal data is recorded. The Company may send all announcements regarding the stock options to the stock option owners by e-mail.



 These terms and conditions have been prepared in Finnish and in English. In case of any discrepancy between the Finnish and English versions, the Finnish version shall prevail.



  

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