STOCKMANN'S ANNUAL GENERAL MEETING ON MARCH 21, 2006

STOCKMANN plc STOCK EXCHANGE RELEASE March 21, 2006, at 19.30

STOCKMANN'S ANNUAL GENERAL MEETING ON MARCH 21, 2006

Stockmann plc's Annual General Meeting, which was held in Helsinki on March 21, 2006, approved the financial statements for the financial year January 1-December 31, 2005, and granted release from liability to the responsible officers. The Annual General Meeting passed a resolution to pay a dividend of EUR 1.10 for the past financial year. The Board of Directors' proposals to the Annual General Meeting were approved without changes. The Annual General Meeting passed a resolution on new Loyal Customer share options and new share options to key persons of the Stockmann Group in accordance with the Board's proposal.

CEO's review

In his review at Stockmann's Annual General Meeting in Helsinki on March 21, 2006, CEO Hannu Penttilä observed that last year was again the Stockmann Group's best year of earnings, with profit before tax up a whopping 30 per cent at EUR 102.8 million. The Department Store Division and Seppälä likewise turned in their best-ever results. Hobby Hall accomplished a turnaround, moving from a loss in the previous year to post results clearly in the black. The Group's aggregate sales were EUR 1 851 million.

The long-term financial targets set by the company's Board of Directors in 2001, for which the main benchmarks were a return on capital employed at the Group-level of at least 15 per cent and a 5 per cent operating profit margin were exceeded handsomely, with a return on capital employed of 19.6 per cent and an operating profit margin of 6.7 per cent. Mr Penttilä said that the Group had already come surprisingly close to reaching the new long-term objectives that were set in the summer for the period up to 2010, which are a return on capital employed of 20 per cent and an 8 per cent operating profit margin. He thus considers it clear that the targets must be reassessed during the strategy review this spring.

In his review, CEO Penttilä also said that Seppälä and the Department Store Division's Bestseller franchising business would expand to new cities in Russia. In the next few weeks both Seppälä and Bestseller stores will be opened in Kazan in the Mega Shopping Centre owned by Ikea. Agreements have also been signed with Ikea on the opening of these stores in the Mega Shopping Centres to be built in Nizhny Novgorod and Yekaterinburg before the end of the current year.

The operating profit figures of both the Department Store Division and Hobby Hall are expected to improve further and Seppälä's operating profit to hold steady at the previous year's record level. The capital gains on the sale of the vehicle business and the company that was engaged in the Zara business in Russia will improve the Group's earnings significantly this year. The capital gains on the divestment of the vehicle business will be booked in first quarter earnings and the capital gains from the Zara transaction will probably be recorded in the second quarter. Accordingly, the objective is to post consolidated profit before tax this year that is clearly higher than in 2005. Owing to the divestments of businesses, the Group's sales will be lower, at just over EUR 1.6 billion this year. Stripping out the businesses divested, however, sales will increase.

Dividend of EUR 1.10 per share

The Annual General Meeting resolved that a dividend of EUR 1.10 per share is to be paid for the 2005 financial year. The total dividend payout will amount to EUR 59.5 million. The dividend will be paid on March 31, 2006, to those shareholders who on the record date for the dividend payout, March 24, 2006, have been entered in the Shareholder Register kept by Finnish Central Securities Depository Ltd.

Election of the Board of Directors

The Annual General Meeting resolved, in accordance with the proposal of the Board's Appointments and Compensation Committee that seven members be elected to seats on the Board of Directors and re-elected from among the Board's present members Lasse Koivu, managing director, Föreningen Konstsamfundet r.f.; Erkki Etola, managing director, Oy Etola Ab; Professor Eva Liljeblom; Kari Niemistö, managing director, Oy Selective Investor Ab; Christoffer Taxell, LL. M.; Carola Teir-Lehtinen, Senior Vice President, Fortum Corporation; and Henry Wiklund, managing director, Svenska litteratursällskapet i Finland r.f., for a term of office up to the end of the next Annual General Meeting.

In its organization meeting on March 21, 2006, the Board of Directors re- elected Lasse Koivu chairman and Erkki Etola vice chairman. The Board of Directors re-elected Lasse Koivu chairman of the Board's Appointments and Compensation Committee and Erkki Etola, Eva Liljeblom and Henry Wiklund were re-elected other members of the Appointments and Compensation Committee.

Auditors

Re-elected as regular auditors were Wilhelm Holmberg, Authorized Public Accountant, and Henrik Holmbom, Authorized Public Accountant. KPMG Oy Ab will continue to act as the deputy auditor.

Issue of share options to Stockmann's Loyal Customers

The Annual General Meeting approved the Board of Directors' proposal to issue share options to Stockmann's Loyal Customers. In deviation from shareholders' pre-emption rights a maximum of 2 500 000 share options will be issued without consideration to Stockmann's Loyal Customers (holding a Loyal Customer card). Shareholders' pre-emption rights are to be disapplied because the share options are to be issued in order to offer Loyal Customers a benefit that rewards them for their purchase loyalty while simultaneously strengthening Stockmann's competitive position. Options will be issued to Loyal Customers whose purchases together with purchases originating from parallel cards directed to the same account during the period 1 January 2006 - 31 December 2007 amount to a total of at least EUR 6 000. For purchases of at least EUR 6 000, the loyal customers will receive 20 options without consideration. In addition, for every full EUR 500 by which the purchases exceed EUR 6 000, the Loyal Customer will receive additional two options. Each share option entitles its holder to subscribe for one share of the Company's Series B shares. The subscription price of the shares will be the trading-volume weighted average price of the Company's Series B shares on the Helsinki Stock Exchange during the period 1 February - 28 February 2006, or EUR 33.35. The subscription price of a share subscribed for with the share options will be decreased, at each record date for the dividend payout, by any dividends declared after 21 March 2006 and before the share subscription. The subscription periods for the shares will be 2 May 2008 - 31 May 2008, 2 May 2009 - 31 May 2009 and 2 May 2010 - 31 May 2010. The Company's share capital may increase by a maximum of EUR 5 000 000 as a result of the subscriptions.

Issue of share options to key persons of the Stockmann Group

The Annual General Meeting approved the Board of Directors' proposal to issue share options to key persons of the Stockmann Group. In deviation from shareholders' pre-emption rights, a total of 1 500 000 share options will be issued to key persons of the management or middle management of Stockmann and its subsidiaries and to a wholly-owned subsidiary of Stockmann. Shareholders' pre-emption rights are to be disapplied because the share options are part of the incentive and commitment scheme of the Group and constitute an important element in preserving the Company's competitive advantage on the international recruitment markets.

Of the share options, a total of 375 000 will be marked with the symbol 2006A, a total of 375 000 with the symbol 2006B, a total of 375 000 with the symbol 2006C, and a total of 375 000 with the symbol 2006D. The subscription period for shares will be 1 March 2008 - 31 March 2010 with share options 2006A, 1 March 2009 - 31 March 2011 with share options 2006B, 1 March 2010 - 31 March 2012 with share options 2006C and 1 March 2011 - 31 March 2013 with share options 2006D. The subscription period for share options 2006B and 2006D will, however, not commence if the criteria tied to the financial targets of the Group and established by the Board of Directors prior to the distribution of the share options have not been fulfilled. Share options 2006B and 2006D, for which the criteria established by the Board of Directors have not been fulfilled, will expire as determined by the Board of Directors. Each share option entitles its holder to subscribe for one Stockmann plc Series B share such that as a result of the subscriptions with the share options, a maximum of 1 500 000 shares may be subscribed for. The subscription price of shares through the exercise of share options 2006A and 2006B will be the trading-volume weighted average price of the Company's Series B shares on the Helsinki Stock Exchange during the period 1 February - 28 February 2006 increased by 10 per cent, or EUR 36.69, and for shares subscribed for through the exercise of share options 2006C and 2006D, the trading-volume weighted average price of the Company's Series B shares on the Helsinki Stock Exchange during the period 1 February - 29 February 2008 increased by 10 per cent. The subscription price of a share subscribed for through the exercise of the share options will be decreased by any dividends declared after the commencement of the determination period for the subscription price and before the share subscription at each record date for the dividend payout. The share capital of the Company may increase by a maximum of EUR 3 000 000 as a result of the subscriptions.

Authorization to decide on the conveyance of the company's own shares

The Annual General Meeting passed a resolution to authorize the Board of Directors to decide on the conveyance of a maximum of 396 876 of the company's own Series B shares (treasury shares) in one or more instalments. The authorization will be valid for one year.

STOCKMANN plc

Hannu Penttilä CEO

SUPPLEMENTS Supplement 1: Terms of share options to the loyal customers of Stockmann plc 2006 Supplement 2: Stockmann plc share options 2006

DISTRIBUTION Helsinki Stock Exchange Principal media

SUPPLEMENT 1

TERMS OF SHARE OPTIONS TO THE LOYAL CUSTOMERS OF STOCKMANN plc 2006

Maximum number of share options

Stockmann plc (hereinafter also referred to as the "Company" or "Stockmann") issues without payment to its loyal customers a maximum of 2 500 000 share options.

Each share option entitles its holder to subscribe for one (1) Series B share in Stockmann plc, with the nominal value of two (2) euros, in accordance with the share subscription terms set forth below.

Directing of share options

The share options will be issued in deviation from the shareholders' pre- emption right to subscription to part of Stockmann's loyal customers and to the Company's subsidiary, Suomen Pääomarahoitus Oy - Finlands Kapitalfinansiering Ab, in order to be further issued to Stockmann's loyal customers in accordance with these terms. It is proposed to deviate from the shareholders' pre-emption right to subscription because the issuing of the share options is intended to offer loyal customers, who frequently do their shopping in the Company's stores, a significant benefit, which may reward the loyal customers for their purchase loyalty whilst at the same time strengthens the competitive position of Stockmann.

Issuance of share options

Share options are issued to such private persons who wish to receive options and who are Stockmann's loyal customers and whose registered purchases, together with purchases originating from parallel cards directed to the same account during the time period of 1 January 2006 - 31 December 2007 exceed a total of EUR 6 000 (six thousand). For purchases of at least EUR 6 000 (six thousand), the loyal customers shall without payment receive 20 (twenty) options. In addition, for every full EUR 500 (five hundred), with which the purchases, calculated as mentioned above, exceed EUR 6 000, the loyal customer shall receive additionally two (2) options.

The Company shall at the latest in February 2008 send each loyal customer entitled to share options a letter, in which the maximum number of share options granted to the loyal customer is stated. In addition to the details of the loyal customer card holder, the letter will include information on the holders of parallel cards directed to the same account as on 31 December 2007 and the amount of their purchases affecting the issuance of share options. The share options will be issued when the Company has from the loyal customer received a written consent to the offer for the number of share options to be issued.

The intention is that the subsidiary of the Company mentioned above, will subscribe for options only if this is called for due to any practical considerations relating to the registering of the options or any other factor relating to the implementation of the program. If the subsidiary has subscribed for options, such options shall be divided between the loyal customers as set forth above.

Should the total amount of options to be issued based on the purchases exceed 2 500 000 (two million five hundred thousand), the Board of Directors of the Company shall have the right to reduce the amount of options to be issued to the loyal customers in such a way that the total amount of options to be issued will not exceed 2 500 000 (two million five hundred thousand). In such a case the amount of options issued to the loyal customer shall be reduced in proportion to the purchases affecting the amount of options to be issued, however so that each person entitled to options will get at least 20 (twenty) options. If this minimum amount cannot be issued to each loyal customer entitled to options, the Board of Directors of the Company has the right to change these option subscription terms and to decide upon any other conditions relating to the issuance of options in such a case.

To the extent that all options are not issued according to the above, they will expire on 31 December 2008 unless the Board of Directors of the Company decides to continue such time period.

Any options held by the Company's subsidiary do not entitle to subscription for shares.

Transfer of options

The options are personal and can be transferred only based on matrimonial right to property, inheritance or a will. The right to options cannot be transferred before the options have been issued to the loyal customer. The loyal customer may, however, transfer his/her right to options, either wholly or partially, to a holder of a parallel card on 31 December 2007 directed to the same account. The right to options can only be transferred so that each recipient will receive a minimum of 20 (twenty) options, except when the amount of options issued to the loyal customer is smaller than this.

Option Register

When the Company issues the options, it will establish a register (hereinafter referred to as the "Option Register"), which includes the following details of the person entitled to the options: name, personal identification number, address and amount of options. The right to subscribe for shares is determined based on the Option Register. A person entitled to options has upon request a right to receive from the Company a certificate indicating the right to participate in the subscription issue and its conditions.

TERMS OF SUBSCRIPTION OF SHARES

Subscription of shares based on the share options

The number of shares subscribed for based on the share options may amount to a maximum of 2 500 000 new Series B shares in Stockmann plc of a nominal value of two (2) euros. The share capital of the Company may increase by a maximum of EUR 5 000 000 (five million) and the number of Series B shares with a maximum of 2 500 000 (two million five hundred thousand) as a result of the subscriptions.

Share subscription right and the minimum and maximum amount of the subscription

The right to subscribe for shares is granted to a loyal customer or a holder of a parallel card, to whom options have been issued as described above or to whom the right to options has been transferred based on matrimonial right to property, inheritance or a will. The Company will before the commencement of the subscription period send more detailed instructions relating to the subscription of shares to the persons entitled to subscription at the address noted in the Option Register.

Each option entitles its holder to subscribe for one (1) Series B share in Stockmann plc of the nominal value of two (2) euros. The minimum amount of share subscription is 20 (twenty) Series B shares, or a smaller amount of shares based on the amount of options issued and the maximum amount the total amount of options that has been noted in the Option Register of the subscriber.

The share subscription period

The loyal customer has the right to subscribe for shares during the subscription period alternatively either 2 May 2008 - 31 May 2008, 4 May 2009 - 31 May 2009 or 2 May 2010 - 31 May 2010. The person entitled to subscription shall subscribe for all his/her shares at the same time.

The share subscription price and the subscription of shares

The subscription price for the shares shall be the trading-volume weighted average price for the Stockmann plc's Series B shares on the Helsinki Exchange during the period of 1 February - 28 February 2006. The subscription price for the shares shall from the record date of dividend payment until the subscription of shares be decreased with the amount of dividends in Stockmann plc determined after the determination period for the subscription price.

The Board of Directors of the Company shall before the commencement of the subscription period inform of the subscription price, the place for subscription and the procedure for subscribing shares. If no other procedure has been announced, the subscription of shares based on the share options shall take place at the Head Office of Stockmann plc.

The shares shall be paid for when subscribed for.

Approval of subscriptions

The Board of Directors of the Company will approve of all subscriptions that are made in accordance with the subscription terms and the Option Register.

The registering of the shares on the book-entry accounts and the commencement of trade

It is the intention of the Company that the shares shall be registered on the book-entry account notified by the subscriber by 30 June 2008, 30 June 2009 and 30 June 2010.

The shares will be subject of public trade as of the date of the registration of the increase of share capital in the Trade Register.

Shareholder rights

The shares subscribed for based on the share options entitle to dividend for the financial year during which the shares have been subscribed for. Other rights will commence as of the date of the registration of the increase of share capital in the Trade Register.

Share issues, convertible bond loans and option loans and other instruments entitling to shares

Should Stockmann plc before the end of the share subscription period, increase its share capital by way of an issue of new shares or an emission of new convertible bond loans or option loans or share options or other instruments entitling to shares so that the shareholders have a pre- emption right to subscription, an option holder shall have the same or equal right to that of a shareholder. The equality shall be carried out in the way determined by the Board of Directors of the Company so that the amount, the subscription price or both of the shares that can be subscribed for will be amended.

Should Stockmann plc before the end of the share subscription period, increase its share capital by way of bonus issue, the subscription ratio shall be changed as determined by the Board of Directors of the Company so that the pro rata portion to the share capital of shares to be subscribed for based on the options will remain unchanged and the subscription price be amended accordingly.

Option holders' rights in certain cases

If Stockmann plc decreases its share capital before the share subscription, the subscription right based on the terms of the share options shall be adjusted accordingly as specified in the resolution to decrease the share capital.

If Stockmann plc is placed into liquidation before the share subscription, the holders of share options shall be reserved the possibility to use their rights to subscription during a time period before the placing into liquidation set forth by the Board of Directors. After this, the right to subscription ceases to exist.

If Stockmann plc resolves to merge into another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the holders of share options shall be given the right to subscribe for shares during a time period before the merger or the division set forth by the Board of Directors. After this, the right to subscription ceases to exist.

If Stockmann plc resolves to acquire its own shares after the commencement of the share subscription period by an offer to all shareholders, the holders of share options shall be given an equal offer. In any other case, the acquiring of own shares does not require any actions by the Company as regards the options.

If before the end of the share subscription period arises a situation as set forth in Chapter 14 Article 19 of the Finnish Companies Act, where someone has over 90 per cent of the shares in Stockmann plc and thereby receives a redemption right and obligation towards all other shareholders or if there arises a redemption obligation as set forth in the Articles of Association of Stockmann plc, the holder of share options shall be reserved the possibility to use his/her subscription right within a time period set forth by the Board of Directors.

If the nominal value of the shares is changed while the share capital remains unchanged, the share subscription terms of the share options shall be amended to that the total nominal value of the shares available for subscription and the total subscription price remain unchanged.

In case Stockmann plc is changed from being a public company to a private company, the terms of the share options shall not be affected.

Other matters

The Board of Directors of Stockmann plc shall decide on all other matters relating to the issuance of share options and the subscription of shares, and shall give more detailed instructions on the procedure for carrying out the subscriptions. The documents relating to the share options can be seen at the Company's Head Office in Helsinki.

SUPPLEMENT 2

STOCKMANN plc SHARE OPTIONS 2006

The Board of Directors of Stockmann plc (Board of Directors) has in its meeting on 8 February 2006 resolved to propose to the Annual General Meeting of Shareholders of Stockmann plc to be held on 21 March 2006 that share options be issued to the key personnel of Stockmann plc (Company) and its subsidiaries (Group) and to a wholly owned subsidiary of the Company on the following terms and conditions:

I SHARE OPTION TERMS AND CONDITIONS

1. Number of Share Options

The maximum total number of share options issued shall be 1 500 000, and they entitle their owners to subscribe for a maximum total of 1 500 000 B- shares in the Company (share).

2. Share Options

Of the share options, 375 000 shall be marked with the symbol 2006A, 375 000 shall be marked with the symbol 2006B, 375 000 shall be marked with the symbol 2006C and 375 000 shall be marked with the symbol 2006D.

The people to whom share options are issued shall be notified in writing by the Board of Directors about the offer of share options. The share options shall be delivered to the recipient when he or she has accepted the offer of the Board of Directors. Share option certificates shall, upon request, be delivered to the share option owner at the start of the relevant share subscription period, unless the share options have been transferred to the book-entry securities system.

3. Right to Share Options

The share options shall, in deviation from the shareholders' pre-emptive subscription rights, be gratuitously issued to the key personnel of the Group and to Oy Suomen Pääomarahoitus - Finlands Kapitalfinansiering Ab (Subsidiary), a wholly owned subsidiary of the Company. The shareholders' pre-emptive subscription rights are proposed to be deviated from since the share options are intended to form part of the Group's incentive and commitment program for the key personnel.

4. Distribution of Share Options

The Board of Directors shall decide upon the distribution of the share options. The Subsidiary shall be granted share options to the extent that the share options are not distributed to the key personnel of the Group.

The Board of Directors of Company shall decide upon the further distribution of the share options granted or returned later to the Subsidiary, to the key personnel employed by or to be recruited by the Group.

Upon issue, all share options 2006C and 2006D and those share options 2006A and 2006B that are not distributed to the key personnel, shall be granted to the Subsidiary. The Subsidiary can distribute share options 2006 to the key personnel employed by or to be recruited by the Group by the resolution of the Board of Directors of Company.

5. Transfer of Share Options and Obligation to offer Share Options

The share options are freely transferable, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer of a share option also before such date. The Company shall hold the share options on behalf of the share option owner until the beginning of the share subscription period. The share option owner has the right to acquire possession of the share options when the relevant share subscription period begins. Should a share option owner transfer his/her share options, such person is obliged to inform the Company about the transfer in writing, without delay.

Should a share option owner cease to be employed by or in the service of the Group, for any other reason than the death of a share option owner, or the statutory retirement of a share option owner, such person shall, without delay, offer to the Company or its order, free of charge, the share options for which the share subscription period specified in Section II.2 has not begun, on the last day of such person's employment or service. The Board of Directors can, however, in the above-mentioned cases, decide that a share option owner is entitled to keep such share options, or a part of them, which are under the offering obligation.

Regardless of whether a share option owner has offered his/her share options to the Company or not, the Company is entitled to inform a share option owner in writing that a share option owner has lost his/her share options on the basis of the above-mentioned reasons. Should the share options be transferred to the book-entry securities system, the Company has the right, whether or not the share options have been offered to the Company, to request and get transferred all the share options under the offering obligation from a share option owner's book-entry account to the book-entry account appointed by the Company, without the consent of a share option owner. In addition, the Company is entitled to register transfer restrictions and other respective restrictions concerning the share options to a share option owner's book-entry account, without the consent of a share option owner.

II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to subscribe for new Shares

Each share option entitles its owner to subscribe for one (1) share in the Company. The nominal value of each share is EUR 2.00. As a result of the share subscriptions, the share capital of the Company may be increased by a maximum total of EUR 3 000 000 and the number of shares by a maximum total of 1 500 000 new shares.

The Subsidiary shall not be entitled to subscribe for shares in the Company on the basis of the share options.

2. Share Subscription and Payment

The share subscription period shall be

for share option 2006A 1 March 2008 - 31 March 2010, for share option 2006B 1 March 2009 - 31 March 2011, for share option 2006C 1 March 2010 - 31 March 2012 and for share option 2006D 1 March 2011 - 31 March 2013.

The share subscription period for share options 2006B and 2006D shall, however, not commence, unless certain performance criteria, determined before the distribution of these share options by the Board of Directors and based on the financial targets of the Group, have been attained. Those share options 2006B and 2006D for which the criteria determined by the Board of Directors have not been attained, expire in the manner decided by the Board of Directors.

Share subscriptions shall take place at the head office of the Company or possibly at another location to be determined later. The subscriber shall transfer the respective share option certificates with which he/she subscribes for shares, or, in the case of the share options having been transferred to the book-entry securities system, the share options with which shares have been subscribed for shall be deleted from the subscriber's book-entry account. Upon subscription, payment for the shares subscribed for, shall be made to the bank account appointed by the Company. The Board of Directors shall decide on all measures concerning the share subscription.

3. Share Subscription Price

The share subscription price shall be:

for share options 2006A and 2006B, the trade volume weighted average quotation of the Company share on the Helsinki Stock Exchange during 1 February - 28 February 2006 with an addition of ten (10) percent, and for share options 2006C and 2006D, the trade volume weighted average quotation of the Company share on the Helsinki Stock Exchange during 1 February - 29 February 2008 with an addition of ten (10) percent.

From the share subscription price of the share options shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the share subscription price but before share subscription. The share subscription price shall, nevertheless, always amount to at least the nominal value of the share.

4. Registration of Shares

Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.

5. Shareholder Rights

The dividend rights of the shares and other shareholder rights shall commence when the increase of the share capital has been entered into the Trade Register.

6. Share Issues, Convertible Bonds and Share Options before Share Subscription

Should the Company, before the share subscription, increase its share capital through an issue of new shares, or an issue of new convertible bonds or share options, a share option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these.

Should the Company, before the share subscription, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of the share options remains unchanged. If the number of shares that can be subscribed for by virtue of one share option is a fraction, the fractional part shall be taken into account by reducing the share subscription price.

7. Rights in Certain Cases

If the Company reduces its share capital before the share subscription, the subscription right accorded by the terms and conditions of the share options shall be adjusted accordingly, as specified in the resolution to reduce the share capital.

If the Company is placed in liquidation before the share subscription, the share option owner shall be given an opportunity to exercise his/her subscription right before the liquidation begins, within a period of time determined by the Board of Directors.

If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a combination merger, or if the Company resolves to be divided, the share option owners shall, before the merger or division, be given the right to subscribe for the shares with their share options, within a period of time determined by the Board of Directors. After such date no subscription right shall exist. In the above situations the share option owners have no right to require that the Company redeem the share options from them at their market value.

If the Company, after the beginning of the share subscription period, resolves to acquire its own shares by an offer made to all shareholders, the share option owners shall be made an equivalent offer. In other cases, acquisition of the Company's own shares shall not require the Company to take any action in relation to the share options.

If a redemption right and obligation to all of the Company's shares, as referred to in Chapter 14 Section 19 of the Finnish Companies Act, arises to any of the shareholders, before the end of the share subscription period, on the basis that a shareholder possesses over 90 per cent of the shares and the votes of the shares of the Company, or if a situation, as referred to in Chapter 6 Section 6 of the Finnish Securities Market Act, or if a situation, as referred to in Section 15 in the Company's Articles of Association, arises to any of the shareholders, the share option owners shall be given a possibility to use their right of subscription by virtue of the share options, within a period of time determined by the Board of Directors, or they shall be given an equal possibility to that of shareholders to sell their share options to the redeemer, irrespective of the transfer restriction defined in Section I.5 above. A shareholder who possesses over 90 per cent of the shares and votes of the shares of the Company has the right to purchase the share option owner's share options at their market value.

If the nominal value of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total nominal value of the shares available for subscription and the total subscription price remain the same.

Converting the Company from a public company into a private company shall not affect the terms and conditions of the share options.

III OTHER MATTERS

The laws of Finland shall be applied to these terms and conditions. Disputes arising in relation to the share options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.

The Board of Directors may decide on the transfer of the share options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, including those amendments and specifications to the terms and conditions which are not considered essential. Other matters related to the share options shall be decided on by the Board of Directors. The share option documentation shall be kept available for inspection at the head office of the Company.

The Company shall be entitled to withdraw the share options which have not been transferred, or with which shares have not been subscribed for, free of charge, if the share option owner acts against these terms and conditions, or against the regulations given by the Company on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities.

These terms and conditions have been made in Finnish, in Swedish and in English. In the case of any discrepancy between the Finnish, Swedish and English terms and conditions, the Finnish terms and conditions shall decide.