Employee Share Plans in Europe and the USA - Sorainen

Employee Share Plans in Europe and the USAFinlandFinland1. Securities law1.1 Offer of securities 1 : The Prospectus Directive has been implemented in Finlandand the exemption regarding employee offerings under the Prospectus Directiveis therefore available where an employer offers securities to employees inFinland. 2There is also an exemption for an offer to fewer than 100 individuals in Finland(even if the offer is being made to more than 100 individuals in a different EUstate).Where the total consideration of the offer is less than €2.5 million (calculatedover a period of 12 months) the offer falls outside the scope of the ProspectusDirective. In these circumstances Finnish regulations will apply. These providefor an exemption from a prospectus requirement where securities are onlyoffered to directors or employees of the issuer or a group company. 3 Employeesmust be given information on anything that may significantly affect the value ofthe securities being offered. The information required is not prescribed.However, at a minimum, employees should be provided with details of theissuing company (including recent financial information) and information on thetax implications of acquiring the securities. 41234The Prospectus Directive was implemented into Finnish law on 1 July 2005.The employee share plan exemption at Article 4(1)(e) of the Prospectus Directive was incorporated intothe Securities Market Act (SMA). No further requirements have been set out in Finnish law ascompared to the requirements of Article 4(1)(e). Therefore there should not be any furtherrequirements in Finnish law in addition to those set out in the CESR Recommendations.The marketing and advertising of securities in Finland (even if carried out by a foreign company) isregulated by the SMA which implements the EU Prospectus Directive and which regulates, amongother things, the public issue and trading of securities. The SMA does not expressly define the term“public” but an offer of securities to people who are part of a pre-selected group of investors notexceeding 99 persons will not constitute a public offer for the purposes of the SMA, provided that onlythe named, pre-selected investors can participate in the offer. Under the SMA, a company whichpublicly offers its securities must publish a prospectus (which meets the requirements of the SMA) andsubmit it to the Financial Supervisory Authority (the FSA). The Ministry of Finance issued the Decreeon Certain Offer Documents (which became effective as of 1 September 2007), applicable to offeringsfalling outside the scope of the EU Prospectus Directive, following which the offer of securities by anemploying company (or by a company which is related to that company) to existing or former directorsor employees of the employing company is not subject to the prospectus requirements under the SMA.The financial information could be provided on the company's website, provided that this is accessibleto employees. The employee documents can be drafted in any language (not necessarily Finnish orSwedish) provided that the recipient employees have sufficient understanding of the language used.UK/1729295/03 47 September 2010