Redemption of shares
A shareholder whose proportion of all the shares of the Company or of the voting rights attached thereto – either alone or together with other shareholders as defined hereinafter – attains or exceeds either of the threshold values of 33 1/3 percent or 50 percent, respectively, (“Obligated Shareholders”), is obligated on demand by other shareholders (“Entitled Shareholders”), to redeem the shares, as well as securities giving entitlement to such shares under the Companies Act, as prescribed in this Article.
When calculating the proportion of shares in the Company held by a shareholder and the voting rights attached thereto, the shares held by the following parties shall also be included:
- a legal entity, which under the Companies Act is part of the same Group as the shareholder,
- a company which, in the consolidated annual accounts based on the Accounting Act, is considered to be part of the same Group as the shareholder,
- a pension foundation or a pension fund of the legal entities or companies referred to above, and
- a legal entity or company other than a Finnish legal entity or company, which, were it Finnish, would in the manner referred to above be part of the same Group as the shareholder.
In the event that the redemption obligation is based on the aggregate shareholding or number of votes, the Obligated Shareholders shall be jointly liable to redeem the shares of the Entitled Shareholders. In such a situation a demand for redemption shall be considered to apply to all Obligated Shareholders even in the absence of separate demands to that effect.
In the event that two shareholders attain or exceed either of the threshold values above so that both are under the redemption obligation at the same time, an Entitled Shareholder may demand redemption separately from each of them.
The redemption obligation shall not cover any shares or securities giving entitlement to shares acquired, after the duty of redemption has arisen, by the shareholder who has demanded redemption.
The redemption price of the shares shall be the higher of the following alternatives:
(a) the weighted average trading price of the shares on the Helsinki Exchanges during the ten (10) trading days prior to and including the date on which the Company received from the Obligated Shareholder a notification regarding the attaining or exceeding of the above threshold values or, in the event that such notification has not been made or has not arrived within the specified time limit, the date on which the Board of Directors otherwise learned thereof;
(b) the average price, weighted by the number of shares, paid by the Obligated Shareholder for the shares that he or she has purchased or otherwise acquired during the twelve (12) months immediately preceding the date referred to in paragraph (a) above, including such date.
If an acquisition of shares affecting the average price is denominated in a foreign currency, the equivalent value in euros shall be calculated according to the official exchange rate of the European Central Bank for the relevant currency seven (7) days prior to the date on which the Board of Directors has given notice to the shareholders of the possibility of a redemption of shares.
The above provisions on the determination of the redemption price for the shares shall also apply to other securities to be redeemed as appropriate.
An Obligated Shareholder shall, within seven (7) days of the date on which the redemption obligation has arisen, forward to the Company’s Board of Directors a written notification of this, sent to the Company’s registered address. The notification shall indicate the number of shares held by the Obligated Shareholder and the number and price of the shares purchased or otherwise acquired by the Obligated Shareholder during the preceding twelve (12) months. The notification shall also indicate an address at which the Obligated Shareholder may be reached.
The Board of Directors shall give notice to shareholders of the existence of the redemption obligation not later than 30 days from the receipt of the above notification or, in the absence of such notification or in the event that such notification has not arrived within the specified time limit, of the date on which it has otherwise learned of the existence of such a redemption obligation.
The notice shall indicate the date on which the redemption obligation has arisen and the basis for the determination of the redemption price to the extent known to the Board of Directors, as well as the last date for submitting redemption demands.
The notice to shareholders shall be issued according to the procedure concerning notices of meetings as prescribed in Article 7 above.
An Entitled Shareholder shall present a written redemption demand not later than 30 days from the date of issue of the notice of redemption obligation by the Board of Directors.
The redemption demand, which shall be furnished to the Company, shall include an indication of the numbers of shares and other securities to be redeemed. An Entitled Shareholder shall at the same time submit to the Company any share certificates and other documents entitling to receive the shares, for transfer to the Obligated Shareholder against payment of the redemption price.
If a shareholder has not demanded redemption by the deadline and in the manner prescribed herein above, the shareholder shall forfeit his or her right to demand redemption in the redemption event in question. An Entitled Shareholder shall have the right to withdraw his or her demand prior to the actual redemption.
Upon the expiry of the period of time reserved for redemption to the Entitled Shareholders, the Board of Directors shall notify the Obligated Shareholder of the demands received.
The Obligated Shareholder shall, within 14 days of being informed of the redemption demands, pay the redemption price in the manner prescribed by the Company against the transfer of the shares or securities giving entitlement to the shares or, if the shares to be redeemed are entered on the book-entry securities accounts of the relevant shareholders, against a receipt issued by the Company. In that event, the Board of Directors shall ensure that the Obligated Shareholder is entered without delay in the book-entry account as the holder of the shares.
Penalty interest accruing at a rate of 13 percent per annum, calculated from the due date of the redemption payment, is payable on the outstanding balance of the redemption price.
If the Obligated Shareholder has also failed to observe the notification procedures stipulated herein, the penalty interest shall be calculated from the last date on which the notification obligation should have been fulfilled. In the event that the Obligated Shareholder fails to comply with the provisions of this Article, the shares owned by the Obligated Shareholder and the shares that pursuant to this Article shall be included in the proportion of shares for the purpose of calculating the above threshold values shall, at a General Meeting of Shareholders, entitle the shareholder to voting rights only to the extent that the number of votes attached to such shares is less one third (1/3) or, respectively, less than 50 percent of the total amount of the votes attached to the shares of the Company.
The redemption obligation under this Article shall not apply to a shareholder, who proves that the ownership or the voting rights threshold triggering the redemption obligation has been attained or exceeded prior to the registration in the Trade Register of this Amendment to the Articles of Association.
Disputes concerning the redemption obligation, the right to demand redemption thereunder as well as the redemption price shall be settled by arbitration as provided in Article 12 of the Articles of Association.