the Subscription Warrants
are exercised the Company would offer to
Common Stock: 770 yen per Share of Common Stock Bonds with Share Subscription Warrants
: 1,433,056 yen per PENTAX Bond with Share Subscription Warrants
(face value of 1,000,000 yen of each bond) Share Subscription Warrants
: 1 yen per PENTAX Share Subscription Warrant
The Board of Directors proposes that the Meeting resolves to implement a warrants programme for the group management, division management, other senior managers and key employees (the "Participants") in the Hexagon Group (the "Warrants Programme 2011/2015") through the issue of subscription warrants
entitling to subscription for new series B shares in Hexagon AB or, as the case may be, with a right for the company to transfer repurchased own B shares to the Participants as further set out below.
Sum of Common Stock and PENTAX Bonds with Share Subscription Warrants
7) Transfer of the subscription warrants
Normally, subscription warrants
detachable from bonds can be transferred, however, pursuant to the Company's and/or its subsidiary's memorandum, the Company's directors and employees as well as the subsidiary's directors and employees cannot transfer the subscription warrants
concerning the PENTAX Share Subscription Warrants
which were issued in accordance with a resolution of the Target's board of directors' meeting held on May 23, 2005 and a resolution of the Target's annual general meeting of shareholders held on June 24, 2005, such Tender Offeror's acquisition or holding of its shares, etc.
Conditions of Secondary Offering of Subscription Warrants
At full subscription of the issue and full exercise of the subscription warrants
, the share capital may be increased by a total of SEK 15,000,000, which represents approximately 3.
does not exceed the total value of the
The proposal by the Board of Directors principally entails that the EGM resolves on an issue of maximum 1,500,000 subscription warrants
entitling to subscription for the equivalent number of new shares in AarhusKarlshamn AB.
from the bonds with subscription warrants
The subscription warrants
were exercised in accordance with Netia's Polish prospectus, dated April 17, 2002, as amended.