STONESOFT OYJ 
By Stonesoft Corporation Stock Exchange Release January 19, 2012 at 10:00 a.m.
Stonesoft 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 Group 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 4,500,000, and they entitle their owners to subscribe for a maximum total of 4,500,000 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 2012A, with the symbol 2012B and with the symbol 2012C. A total of 1,500,000 stock options are included in each stock option class.
The number of shares subscribed by exercising stock options now issued corresponds to a maximum total of 6.6 per cent of the shares and votes in the company, after the potential share subscription, if new shares are issued in the share subscription.
The share subscription price for stock option 2012A will be the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 February-31 March 2012, for stock option 2012B, the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 February -31 March 2013, and for stock option 2012C, the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 February -31 March 2014. The share subscription price is based on the prevailing market price of the share. The share subscription price will be credited to the reserve for invested unrestricted equity. Each year, the per-share dividends and equity returns will be deducted from the share subscription price.
The share subscription period for stock option 2012A will be 1 March 2015-31 March 2017 for stock option 2012B, 1 March 2016-31 March 2018, and for stock option 2012C 1 March 2017-31 March 2019. The share subscription period will only begin if the Net Sales in consolidated financial statements of any financial year 2012-2018 is at least forty-two (42) million euros. Those stock options, for which the target has not been attained, will expire in the manner decided by the Board of Directors.
After the share subscriptions with stock options, the number of the company's shares may be increased by a maximum total of 4,500,000 shares, if new shares are issued in the share subscription.
A share ownership obligation, under which the key employees 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 2012. The acquisition obligation will expire once a key person 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 and for one year thereafter.
The Board of Directors decided on the new Stock Option Plan on the basis of the authorization granted by the company's Annual General Meeting held on 13 April 2011. The terms and conditions of the Stock Option Plan 2012 are attached to this release.
Stonesoft Corporation
The Board of Directors
For further information, please contact:
Ilkka Hiidenheimo
CEO
Tel. +358 9 476711
ilkka.hiidenheimo@stonesoft.com:
mailto:ilkka.hiidenheimo@stonesoft.com
Distribution:
NASDAQ OMX Helsinki Ltd
www.stonesoft.com:
http://www.stonesoft.com/
ATTACHMENT
Terms and Conditions of Stonesoft Corporation Stock Options 2012
http://hugin.info/120212/R/1578674/492449.pdf
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Stonesoft Oyj via Thomson Reuters ONE
