Helsinki, Finland -
October 15, 2002
SSH seeks a listing for the 1999 series C, D, E and F share options on the main list of Helsinki Exchanges
SSH seeks a listing for the 1999 series C, D, E and F share options on the main list of Helsinki Exchanges SSH Communications Security Corporation's Board of Directors has resolved to apply for a listing on the Main List of Helsinki Exchanges for series C, D, E and F share options which were issued 1999 such that the listing will commence approximately on November 1, 2002. At the time of submission of the application, 67,125 series C option rights are unused, 69,375 series D option rights are unused, 91,249 series E option rights are unused and 103,749 series F option rights are unused. All share options entitle the holder to subscribe for one (1) SSH Communications Security Corporation share having a nominal value of EUR 0.03 (SSH1V). The subscription price is EUR 0.20/share. The period of share subscriptions regarding to share option rights has started as staggered. The subscription periods for all share options began by November 1, 2002. The share subscription periods will end as follows: option right C May 1, 2011; option right D November 1, 2011; option right E May 1, 2012 and option right F November 1, 2012. Shares subscribed for on the basis of the share options entitle their holders to a dividend for that fiscal period, during which the shares have been subscribed. A total of 318,998 shares can be subscribed for by series C, D, E and F share options and the share capital would be increased by a maximum of EUR 9,569.94. Subscriptions will be accepted at the head office of SSH Communications Security Corp (Fredrikinkatu 42, 00100 Helsinki). SSH COMMUNICATIONS SECURITY CORP APPENDIX: Consolidated Terms of Option Rights I/1999. SSH COMMUNICATIONS SECURITY CORP CONSOLIDATED TERMS OF OPTION RIGHTS I / 1999 1. SUBSCRIPTION TERMS OF OPTION RIGHTS 1. Amount of Option Rights An aggregated maximum number of 1,000,000 option rights, which entitle to the subscription of an aggregated maximum number of 1,000,000 new shares of SSH Communications Security Corp with the nominal value of three (3) cents (0.03 euros), shall be offered. 2. Subscription Right Option rights shall be offered for subscription in deviation of pre-emptive rights of shareholders, to the Company and its subsidiaries' personnel chosen by the Board of Directors. The Board of Directors of the Company may grant warrants also to the subcontractors of the Company. In that case the Board of Directors may set additional conditions and specifying terms regarding the subscription of shares and other similar matters. It is proposed to deviate from the pre-emptive subscription rights of shareholders because the option rights are meant to be a part of the incentive system of management and personnel, and to ensure the maintenance of technical and financial knowledge in the Company's management and to reinforce the commitment of the said persons to a continuing and long-term activities for the benefit of the Company and the progress of its value. 3. Subscription of Option Rights Option rights are offered for subscription from March 15, 1999 to March 10, 2000. The subscription place is at SSH Communications Security Corp's head office in Espoo and possibly also in one or more places that are announced later. Option rights shall be given to subscribers for free. 4. Warrants SSH Communications Security Corp shall not give out written warrants of option rights. The option rights shall be issued in the Book-Entry System before January 31, 2001. An aggregated maximum number of 563,939 option rights, which entitle to subscription of one new share each, granted to a named person shall be issued. Out of the option rights a maximum of: - 148,750 option rights shall be identified with a letter A; - 166,710 option rights shall be identified with a letter B; - 138,360 option rights shall be identified with a letter C; - 138,360 option rights shall be identified with a letter D; - 120,550 option rights shall be identified with a letter E; - 120,550 option rights shall be identified with a letter F; - 120,50 option rights shall be identified with a letter G; and - 46,170 option rights shall be identified with a letter H. 4. Acceptance of the Subscriptions The Board of Directors of SSH Communications Security Corp shall decide upon acceptance of the subscriptions. In case of over-subscription the Board of Directors shall decide upon cutting down the subscriptions. In case some of persons entitled for subscription omit to use their subscription rights, the total number of option rights shall decrease for the equivalent part that was offered for their subscription. There shall not be a secondary subscription right, therefore the subscription of option rights shall cease should none of the persons entitled for subscription use their subscription right. The subscribers shall be informed about accepted subscriptions in writing before April 30, 2000. The Company in entitled to maintain the option rights as a security of the non-assignment provided in section II.4 of the terms of the share subscription. The subscriber is entitled to receive those option rights on part of which the non-assignment no longer applies. II. TERMS OF SHARE SUBSCRIPTION 1. Right to Subscribe New Shares Each option right entitles its holder to subscribe one share of SSH Communications Security Corp with the nominal value of three (3) cents (0.03 euros). The Company's share capital may increase due to the subscriptions with 30,000.00 euros maximum and the number of shares by 1,000,000 maximum. 2. Subscription and Payment of Shares The subscription periods of the shares are: - regarding option right A from May 1, 2000 to May 1, 2010; - regarding option right B from November 1, 2000 to November 1, 2010; - regarding option right C from May 1, 2001 to May 1, 2011; - regarding option right D from November 1, 2001 to November 1, 2011; - regarding option right E from May 1, 2002 to May 1, 2012; - regarding option right F from November 1, 2002 to November 1, 2012; - regarding option right G from May 1, 2003 to May 1, 2013; - regarding option right H from November 1, 2003 to November 1, 2013; The subscription place shall be at SSH Communications Security Corp's head office and/or possibly also in one or more other places announced by the Company later. Option rights shall be issued before January 31, 2002 in the Book-Entry System. The option rights in the form of book-entries are removed from the subscriber's book-entry account at the subscription of shares. Shares shall be paid at the subscription. 3. Subscription Price and Nominal Value of Shares The subscription price of all new shares with the nominal value of three (3) cents (0.03 euros), which are subscribed by virtue of any warrant, shall be 0.2 euros per share. The subscription price can be paid also with Finnish marks. The subscription price of a share is always the nominal value of the share at a minimum. The subscribed shares shall be paid in cash. 4. Non-assignment and Obligation to Offer None of the option rights shall be assigned before their subscription period has commenced. After that those option rights, on part of which the share subscription period has commenced, are freely assignable. However, the Company may deviate from the above mentioned and for specific reasons grant permission to the assignment of option rights even earlier. The Board of Directors shall decide upon giving such permission. In case an employment or other affiliation with the Company or a company belonging to the same group, terminates before the share subscription period under an option right has commenced, or has changed to part-time with less than 120 hours per month, the person in question must offer those warrants, on part of which the share subscription period mentioned in section II.2 has not yet commenced on the date of termination of an employment or other affiliation, to the Company free of compensation and without delay. The Board of Directors may case-specifically deviate from the said limit of 120 hours per month. In case an employment or other affiliation of a person, to whom the Company has granted an option right, with the Company or a company belonging to the same group terminates, the option rights granted to the said person shall invalidate after one (1) month from the termination of the above mentioned employment or other affiliation. 5. Rights related to Shares Shares entitle to dividend for that financial period, during which the shares have been subscribed. Other rights shall commence after the increase of share capital has been entered into the Trade Register. 6. Share Issues, Convertible and Option Loans, and Option Rights before the Share Subscription In case the Company raises its share capital by subscription of new shares or issues new convertible or option loans or option rights before the share subscription, the option holder has the same or equal right as a shareholder. The equality shall be executed as decided by the Board of Directors of the Company so that the number of shares offered for subscription or subscription prices or both are changed. In case the Company raises its share capital with bonus issue before the share subscription, the subscription ratio shall be amended so that the relative proportion of those shares that are to be subscribed under the option rights, of the share capital remains unchanged. 7. Rights in Certain Special Cases If the Company decreases its share capital before the share subscription, the subscription right of the option holder shall be amended equally as more specifically determined in the decision concerning the decreasing of the share capital. In case the Company is placed in liquidation before the share subscription, option holders shall be given an opportunity to utilize their subscription right during a period determined by the Board of Directors before the liquidation commences. In case the Company decides to merge into another company or into a company that will be established through the merger, or to divide, an option holder shall be given a right to subscribe the shares before the merger or division during a period determined by the Board of Directors. After that there shall be no subscription right. If the Company decides to acquire its own shares with an offer that is made to all shareholders, the same or equivalent offer shall be made also to an option holder. In other cases the acquisition of its own shares shall not require actions on part of the Company towards the holder of a warrant. In case a shareholder obtains redemption right under the Companies Act to the shares of other shareholders, option holders shall be given an opportunity that is equal to shareholders', to sell their option rights to the redeemer. If the number of shares changes so that the share capital remains the same, the terms of subscription shall be amended so that the aggregated nominal value of shares to be subscribed and the aggregated subscription price remain the same. 8. Settlement of Disputes Disputes concerning option rights shall be settled in arbitration according to the rules of the arbitration board of the Central Chamber of Commerce. The Finnish law shall apply to the disputes. 9. Other Matters The Board of Directors of the Company shall decide upon all the other matters pertaining to the option rights and measures caused by them. The documents concerning the option rights are placed for inspection at the head office of SSH Communications Security Corp in Helsinki. An English translation of the terms of the option rights has been prepared. In case of possible discrepancy when interpreting the terms, the Finnish version shall supersede the translated version.
Investor Relations/CFO
Mika Peuranen
Tel: +358 20 500 7419
E-mail:
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