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Easor Oyj — Capital/Financing Update 2026
Mar 19, 2026
51561_rns_2026-03-19_b482557b-019b-4034-ae12-9b485573b3e8.pdf
Capital/Financing Update
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APPENDIX A
EASOR PLC'S 2026 OPTION RIGHTS
In accordance with the demerger plan dated 24 October 2025, Talenom Plc has been demerged into Talenom Plc and Easor Plc (the Company). In accordance with the demerger plan, the Board of Easor Plc is authorised, in one or more instalments, to issue new shares of the Company or shares of the Company possibly held by the Company through a share issue and/or option rights or other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Limited Liability Companies Act, such that a total of up to 2,200,000 Company shares may be issued and/or conveyed pursuant to the authorisation. On 19 March 2026, the Company's Board of Directors (the Board) resolved on issuing option rights to the personnel of the Company and its subsidiaries (the Group) subject to the following conditions:
I TERMS AND CONDITIONS OF OPTION RIGHTS
1. Number of option rights
A total of up to 2,200,000 option rights will be issued, and the option rights will entitle their holders to subscribe to a total of up to 2,200,000 new shares or shares held by the Company (shares). The Board will decide whether to grant new shares or shares held by the Company.
2. Option rights
The option rights will be identified as Options 2026.
3. Directed issue of option rights
The option rights will be granted to the Group's personnel free of charge and in derogation from the pre-emptive subscription right. There is a weighty financial reason from the company's point of view to issue the options because the options are intended to form part of the incentive and commitment plan for the Group's personnel. Option rights encourage personnel to long-term work in order to increase shareholder value. The goal of the option rights is also to commit personnel to the employer.
4. Distribution of option rights
The Board will resolve on the distribution of option rights to the personnel employed or to be recruited by Group companies. The Board may resolve on special additional conditions for receiving option rights. The Board will resolve on the redistribution of option rights returned to the Company at a later date.
The Board will provide the recipients of option rights with a written notice of the offering of option rights. Option rights will be granted when the recipient has accepted the Board's offer. The Board will resolve on the distribution of the 2026 option rights on 30 June 2026 at the latest.
Option rights are a discretionary, one-off part of the incentive scheme. Option rights are not a part of the recipient's employment or service contract, and they are not considered to be salaries or fringe benefits. Recipients of option rights are not entitled to any compensation for the option rights on any grounds during or after their employment or service relationships.
Recipients of option rights are liable for all taxes and tax-like levies related to receiving or exercising option rights.
If necessary, the company will pay the asset transfer tax related to the option rights or the shares received based on option rights. The asset transfer tax paid by the company may be taxable income for the holder of the option rights.
5. Transfer of option rights
The Company will retain the option rights on the holder's behalf until the share subscription period begins. The option rights can be transferred and pledged freely once the share subscription period has begun. However, the Board may grant permission to transfer or pledge option rights before this. The holders of option rights are obliged to notify the company in writing without delay if they transfer or pledge their option rights.
- End of the employment or service relationship before the share subscription period and forfeiture of option rights
If the option right holder’s employment or service relationship with a Group company ends, the option rights distributed to the person shall immediately be forfeited to the Company or to a party designated by the Company without consideration, if the share subscription period referred to in section II.2. had not begun when the employment or service relationship ended. By way of derogation from the foregoing, the Board may decide that a holder of option rights may keep some or all of their option rights.
If an option right holder’s employment or service relationship with a Group company ends due to permanent incapacitation or death of the option right holder or retirement of the person on a statutory pension or a pension in accordance with the employment or service relationship or retirement on a different type of pension specified by the company, the Board will resolve on whether the holder of the option rights or their death estate or beneficiary is entitled to keep the option rights distributed to the option right holder. A similar process will be followed if the rights and obligations relating to the employment or service relationship of an option right holder are transferred to a new owner or holder in conjunction with the sale of the employer or if the option right holder’s employment or service relationship with a Group company ends due to a corporate transaction.
In these terms and conditions, the end of the employment or service relationship is taken to mean the final day of validity of the option right holder’s employment or service contract.
The Company may unilaterally decide to take away, without compensation, option rights not yet used for share subscription held by the option holder or any later holder, if such person acts in violation of these terms and conditions, any provision issued by the Company based on these terms and conditions, the Company’s internal guidelines, or applicable law or regulations by authorities. The Company must notify the option holder or any later holder in writing if such person has forfeited their option rights. However, whether or not such notification is given shall not affect the cancellation of the right. If the option rights have been transferred to the book-entry system, the Company shall have the right, in the aforementioned cases, to request and have, as described above, all forfeited or redeemed option rights transferred from the holder’s book-entry account to a book-entry account designated by the Company, without the consent of the holder of the option rights. The recipient of the option rights or any later holder is not entitled to any compensation for the loss of option rights based on these terms and conditions on any grounds during or after their employment or service relationships.
- Adding the option rights to the book-entry system
The Board may resolve on whether to add the 2026 option rights to the book-entry system. If the option rights are added to the book-entry system, the Company will be entitled to apply for and obtain all lost option rights from the option right holder’s book-entry account, to be transferred to the designated book-entry account without the option right holder’s consent.
The Company has the additional right to enter transfer restrictions applying to the option right and other corresponding restrictions in the option right holder’s book-entry account without the holder’s consent.
II TERMS AND CONDITIONS OF SHARE SUBSCRIPTIONS
- Right to subscribe for shares
Each option right entitles its holder to subscribe for one (1) new share in the Company or a share held by the Company. The subscription price for shares shall be credited to the Company’s reserve for invested unrestricted equity.
- Share subscription and payment
The subscription period for shares subscribed using the 2026 option rights is 1 March 2029 - 28 February 2030. If the final day of the subscription period is not a banking day, share subscriptions may be made on the banking day after the final day of the subscription period.
Share subscriptions will take place at the Company's headquarters or possibly at another location and in a manner to be announced later. The subscription price of the shares must be paid into the Company's designated bank account upon subscription. The Board will resolve on all measures related to share subscriptions.
3. Share subscription price
The subscription price of shares to be subscribed using option rights will be determined on the basis of the average price of the Company's shares weighted by trading volume on the issue date of the options.
The subscription price of shares subscribed using option rights may decrease under certain circumstances, as described in section 7. However, the minimum share subscription price is EUR 0.01. The subscription price for shares will be credited to the Company's reserve for invested unrestricted equity.
4. Share entry
The subscribed and fully paid-up shares will be entered into the subscriber's book-entry account.
5. Shareholder's rights
The rights of new shares to a dividend and other shareholder rights will begin on the day when the shares are entered into the Trade Register.
If a share subscriber is granted shares in the Company's possession, the subscriber will receive the right to a dividend and the other shareholder rights when the shares have been entered into their book-entry account.
6. Share issues, option rights and other special rights entitling holders to shares prior to the share subscription
If the Company decides, prior to the share subscription, to issue shares or new option rights or other special rights entitling to shares so that shareholders have subscription rights, the holders of option rights will have the same or equal right as the shareholders. Equality will be ensured in the manner resolved by the Board by adjusting the number of shares that can be subscribed, the subscription prices or both.
7. Rights in certain circumstances
7.1 Distribution of assets
If the Company pays a dividend or refunds capital from the unrestricted equity fund, the subscription price of the shares subscribed using option rights shall be reduced by the decision of the Board as of 19 March 2026 and with the amount of the dividend per share and capital to be distributed from the unrestricted equity fund decided before the share subscription on the record date of each dividend distribution or capital distribution.
If the Company reduces its share capital by distributing share capital to the shareholders, the subscription price of shares subscribed using option rights will be reduced by a decision of the Board as of 19 March 2026 and with the amount of share capital distributed per share decided upon before the share subscription on the record date of the refund of share capital.
7.2 Deregistration or liquidation of the Company
If the Company is placed into liquidation before the share subscription, the holders of option rights will be reserved the opportunity to exercise their share subscription rights on the date specified by the Board. If the Company is deregistered before the share subscription, the holders of option rights will have the same or equal rights as shareholders.
7.3 Merger, demerger or transfer of domicile of the Company
If the Company decides to merge into another company or a new company created as the result of a combination merger or decides to demerge in full, the holders of option rights will be granted the right to exercise all option rights
in their possession for the subscription of shares, or to exchange them for option rights issued by another company, in the manner determined by the Company's Board and within the deadline set by it before the implementation of the merger or demerger is registered. Thereafter, there will no longer be a right of share subscription or exchange. The same procedure applies to cross-border mergers or demergers or if the Company becomes a societas Europaea or otherwise transfers its domicile from Finland to another Member State in the European Economic Area. The Board will resolve on the impact on option rights of any partial demergers. In the foregoing circumstances, the holders of option rights will not be entitled to demand that the Company redeem the option rights from them at fair value.
7.4 Acquisition or redemption of the Company's own shares and acquisition of option rights and other special rights entitling to shares
The acquisition or redemption of the Company's own shares or the acquisition of option rights or other special rights entitling to shares will not affect the rights of holders of option rights. However, if the Company resolves to acquire or redeem its own shares from all shareholders, an equal offer must also be made to the holders of option rights.
7.5 Redemption right and obligation
If a party offers in public to purchase all shares and option and other special rights issued by the Company, or if an obligation to make a tender offer on the shares and option or other special rights of the other shareholders of the Company arises for a shareholder as set out in the Securities Markets Act, or if the right and obligation in accordance with Chapter 18, Section 1 of the Limited Liability Companies Act arises for a shareholder to redeem the shares of the other shareholders of the Company, the option right recipient or any later holder may, notwithstanding the provisions of section I.5 above (Transfer of option rights), transfer all option rights held by him or her to the party that has made the tender offer or to the party obliged or entitled to redemption. If the right to redeem the shares of the other shareholders of the Company arises for a shareholder, as set out in the Limited Liability Companies Act, the option right recipient or any later holder has the obligation, equal to the position of a shareholder, to transfer all the option rights to the shareholder exercising his or her redemption right. The Board may, in all situations listed in this chapter, give the option right recipient or any later holder the opportunity to sell their option rights to the Company, or to exercise his or her subscription right within a period determined by the Board, after which the subscription right shall no longer exist.
III OTHER MATTERS
Finnish law will apply to these terms and conditions. Disputes concerning option rights will be conclusively settled by arbitration in accordance with arbitration rules of the Arbitration Institute of the Finland Chamber of Commerce. The seat of arbitration will be Helsinki, and the number of arbitrators will be one. The language of arbitration will be Finnish or English.
The Board may resolve on technical amendments to these terms and conditions due to the entry of the option rights into the book-entry system and other amendments to and revisions of these terms and conditions which are not considered material changes. The Board will resolve on other matters related to option rights, and the Board may issue binding orders to holders of option rights.
The Company may keep a list of holders of option rights, and the list will contain personal data about the holders of option rights. The Company may deliver notices related to option rights to the holders of option rights by email. These terms and conditions of option rights have been prepared in Finnish and translated into English. If there are any differences between the Finnish and English versions, the Finnish version will take precedence.
The Company may send all notices related to this option rights program by post or email, or, to the extent that the option rights are subject to public trading on a stock exchange, by means of stock exchange releases. Documents relating to the option rights are available for inspection at the Company's head office in Oulu. By accepting the option rights, the option rights recipient or any later holder undertakes to comply with these terms and conditions, other terms and conditions that the Company may issue as well as the regulations set out by law and other regulations by authorities.