Helsinki, Finland -
April 24, 2003
SSH applies for a listing of the year 1999's series G share options on the main list of Helsinki Exchanges
The Board of SSH Communications Security Corp has resolved to
apply for a listing on the Main List of Helsinki Exchanges for
Series G share options under the year 1999s Option Plan such that
the trading would commence approximately on May 2, 2003.
An application of listing has today been submitted to the Helsinki
Exchanges. At the time of submission of the application, a total
of 91,837 Series G share option rights are unexercised.
The share options under the year 1999s Option Plan entitle the
holder to subscribe for one (1) SSH Communications Security Corps
share having a nominal value of EUR 0.03 (SSH1V). The subscription
price for the share options is EUR 0.20/share. The subscription
period regarding to year 1999s Series G share options shall
commence on May 1, 2003 and end on May 1, 2013.
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 91,837 shares can be
subscribed for by Series G share option rights and the share
capital can be raised by a maximum of EUR 2,755.11 as a result of
such subscriptions.
Subscriptions shall be accepted at the head office of SSH
Communications Security Corp (Address: Fredrikinkatu 42, 00100
Helsinki).
SSH COMMUNICATIONS SECURITY CORP
Johanna Lamminen
CFO
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 Companys 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 Corps 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.
5. 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 Companys 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, 1012;
- 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 Corps 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 subscribers 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:
© 2003 SSH Communications Security Corp. All rights reserved. ssh® is a registered trademark of SSH Communications Security Corp in the United States and in certain other jurisdictions. All other names and marks are property of their respective owners.
