Option programmes
Options programme 2006
The Annual General Meeting on 8 March 2006 approved a three-stage option programme (option rights 2006A, 2006B and 2006C), under which stock options would be granted to the managements of Alma Media Corporation and its subsidiaries as a scheme for ensuring personnel's motivation and long-term commitment to the company. Altogether 1,920,000 stock options may be granted in three lots of 640,000 each, and these may be exercised to subscribe for at most 1,920,000 Alma Media shares.
So far 515,000 of the 2006A options have been issued to Group management. Altogether 75,000 of the 2006A options have been returned to the company owing to the termination of employment or management contracts. Taking into account the options returned to the company, the Group management holds altogether 440,000 stock options (2006A). Trading of the 2006A options issued by Alma Media Corporation began on the NASDAQ OMX Helsinki Exchange on April 10, 2008.
In 2007 the Board of Directors of Alma Media Corporation decided to issue 515,000 options under the 2006B scheme to Group management. Altogether 50,000 of the 2006B options have been returned to the company owing to the termination of employment or management contracts. Taking into account the options returned to the company, the Group management holds altogether 465,000 stock options (2006B). Trading of the 2006B options issued by Alma Media Corporation began on the NASDAQ OMX Helsinki Exchange on April 1, 2009.
In 2008 the Board of Directors of Alma Media Corporation decided to issue 520,000 options under the 2006C scheme to Group management. Altogether 50,000 of the 2006C options have been returned to the company owing to the termination of employment or management contracts. Taking into account the options returned to the company, the Group management holds altogether 470,000 stock options (2006C).
In 2007 and 2008, the Board of Directors decided to annul the 200,000 2006A option rights in the company’s possession. In 2008 and 2009, the Board of Directors decided to annul the 175,000 2006B option rights in the company’s possession. In 2009, the Board of Directors decided to annul 170,000 2006C option rights.
If all the subscription rights were exercised, the option programme would dilute the holdings of the earlier shareholders by 1.8%.
The share subscription periods and prices under the programme are:
- 2006A 1 April 2008 – 30 April 2010, average trade-weighted price 1 April – 31 May 2006 (4.88 EUR/share)
- 2006B 1 April 2009 – 30 April 2011, average trade-weighted price 1 April–31 May 2007 (7.55 EUR /share)
- 2006C 1 April 2010 – 30 April 2012, average trade-weighted price 1 April–31 May 2008 (7.66 EUR/share)
Terms and conditions of the option programme 2006 (pdf)
Option programme 2009
The Annual General Meeting on 11 March 2009 approved a three-stage option programme (option rights 2009A, 2009B and 2009C), under which stock options would be granted to the managements of Alma Media Corporation and its subsidiaries during the years 2009 - 2011.
The maximum total number of stock options issued will be 2,130,000 and they entitle their owners to subscribe for a maximum total of 2,130,000 new shares in the Company or existing shares held by the Company. The share subscription price will be entered into the invested non-restricted equity fund.
The stock options will be issued gratuitously. The stock options now issued can be exchanged for shares constituting a maximum total of 2.8% of the Company's shares and votes of the shares, after the potential share subscription, if new shares are issued in the share subscription.
The share subscription price will be based on the prevailing market price of the Alma Media Corporation share on the NASDAQ OMX Helsinki Ltd. in April 2009, April 2010 and April 2011. The share subscription price for a stock option 2009A is EUR 5.21/share (the trade volume weighted average quotation of the share on the NASDAQ OMX Helsinki Oy during 1 April-30 April 2009). Each year the dividend is deducted from the subscription price.
The share subscription period for stock options 2009A, will be 1 April 2012-31 March 2014, for stock options 2009B, 1 April 2013-31 March 2015 and for stock options 2009C, 1 April 2014-31 March 2016.
The Board of Directors will decide on the distribution of stock options in 2009, 2010 and 2011.
Terms and conditions of the stock option programme 2009 (pdf)
Share subscription schedule under Alma Media stock options in 2012
From April 1, 2010 until April 30, 2012, the holders of 2006C option rights can subscribe a maximum of 470,000 Alma Media shares. The subscription price is EUR 7.66 per share.
From April 1, 2012 until March 31, 2014, the holders of 2009A option rights can subscribe a maximum of 710,000 Alma Media shares. The subscription price is EUR 4.11 per share.
Evli Bank Plc will act as the share subscription agent. In case you wish to subscribe shares with your stock options please contact Evli help desk phone +358 9 4766 9931 or operations@eam.fi in order to receive a share subscription form. Share subscriptions by the employees are made in the Incentive system at https://incentive.eam.fi. Should you have lost the User Codes or have problems when logging in, please contact the subscription agent.
After paying the subscription price according to the payment instructions Evli Bank Plc will take care of the required entries in your book-entry account, whereby the options used for subscription will be removed and new shares of Alma Media will be entered.
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.
The shares subscribed for under stock options 2006C and 2009A during 2012 will be registered in the Trade Register and listed on NASDAQ OMX Helsinki on the following target dates:
| Share subscription deadline |
Entry into the Trade Register on or about |
New shares tradable on or about |
| April 25, 2012 | May 11, 2012 | May 14, 2012 |
| July 17, 2012 | August 2, 2012 | August 3, 2012 |
| October 22, 2012 | November 7, 2012 | November 8, 2012 |
| December 17, 2012 | January 8, 2013 | January 9, 2013 |
Shares will establish shareholders rights as of the date of share registration.
Alma Media reserves the right to change any of the Trade Register entry dates indicated above, if necessary. Also, Alma Media does not assume any liability for non-registrations occurring on any of the above-mentioned dates.
Page last updated 07.03.2012
