14 § Redemption obligation
A shareholder, whose ownership interest of all shares of the Company or of all votes of the shares - either alone or together with other shareholders as determined below - reaches or exceeds 33 1/3 per cent or 50 per cent (the "Shareholder subject to redemption obligation"), has the obligation to redeem the shares and other securities that, under the Companies Act, entitle to shares that are held by the other shareholders (the "Shareholders entitled to redemption"), at their request and in accordance with the provisions of this Clause.
When calculating the ownership interest of a shareholder of all shares of the Company and of the votes provided by them, also the following shares shall be included:
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the shares owned by a corporation belonging according to the Finnish Companies Act to the same group as the shareholder
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shares that are owned by an undertaking that, when preparing consolidated financial statements under the Finnish Accounting Act, is considered to belong to the same group as the shareholder
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shares that are owned by the pension foundations or pension funds of the corporations and undertakings referred to above, and
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shares that are owned by a corporation or undertaking not domiciled in Finland that, if it were domiciled in Finland, would be considered to belong as mentioned above to the same group as the shareholder.
When the redemption obligation arises due to the aggregate ownership interests or aggregate votes, the Shareholders subject to redemption obligation shall be jointly and severally liable for the completion of the redemption with respect to the Shareholders entitled to redemption. A request for redemption that is made in such circumstances, shall be deemed to have been given to all Shareholders entitled to redemption even without a separate request.
If two shareholders reach or exceed the limit of ownership interest or votes creating redemption obligation in such a way that both shareholders are obligated to redemption simultaneously, a Shareholder entitled to redemption is entitled to request redemption separately from either such Shareholder subject to redemption obligation.
The redemption obligation does not apply to shares or securities entitling to shares, which the Shareholder entitled to redemption has acquired after the obligation to redemption has arisen.
Redemption Price
The redemption price of the shares shall be the higher of the following:
a) the weighted average of the quotations of the share at the Helsinki Stock Exchange in the last ten (10) trading days before the date when the Company was notified by the Shareholder subject to redemption obligation of the reaching or exceeding of the limit for ownership interest or votes referred to above, or if the Shareholder subject to redemption obligation fails to notify the Company within the prescribed time limit or fails to do so entirely, when it came otherwise to the knowledge of the Board of Directors;
b) the average price weighted by the number of shares, which price the Shareholder subject to redemption obligation has paid for the shares he/she has acquired or otherwise received during the last twelve (12) months prior to the date referred to in (a) above.
If the consideration for any acquisition affecting the average price is denominated in any other currency than euros, such consideration shall be converted into euros by using the exchange rate determined by the European Central Bank for such currency seven (7) days prior to the date when the Board of Directors informs the shareholders about the possibility of redemption.
The above provisions regarding the determination of a redemption price of shares shall also be applied when determining the redemption price for other securities to be redeemed.
Redemption Procedure
The Shareholder subject to redemption obligation shall notify the Board of Directors of the redemption obligation in writing to the address of the Company no later than seven (7) days after such obligation arose. The notification shall include the number of the shares held by the Shareholder subject to redemption obligation and the number and the price of the shares acquired or otherwise received by the Shareholder subject to redemption obligation during the last twelve (12) preceding months. The notification shall include an address where the Shareholder subject to redemption obligation can be reached.
The Board of Directors shall inform the shareholders of the arising of the redemption obligation within 30 days of the date when it received the notification referred to above about the exceeding of the limits of ownership interest or votes, or, if such notification is not delivered or is delivered after the prescribed time limit, of the date when the Board of Directors otherwise became aware of the arising of the redemption obligation.
The notification shall include the details of the time when the redemption obligation has arisen and information regarding determination grounds of the redemption price to the extent that the Board of Directors possesses such information, and the date by which the request for redemption must be made at the latest.
The communication to shareholders shall be given by following the provisions regarding invitation to General Meeting of Shareholders in Clause 11 of the Articles of Association.
The Shareholder entitled to redemption shall request redemption within 30 days of the date when the communication of the Board of Directors concerning the redemption obligation was published.
The request for redemption, which is delivered to the Company, shall specify the number of shares and other securities that the Shareholder entitled to redemption requests to be redeemed. The Shareholder entitled to redemption shall deliver to the Company the possible share certificates or other documents entitling to receive shares together with his request, for purposes of delivery to the Shareholder subject to redemption obligation against payment of the redemption price.
If the request has not been presented within the set time limit as prescribed above, the right of a shareholder to request redemption shall expire concerning the redemption situation in question. The Shareholder entitled to redemption has the right to cancel his request for redemption as long as no redemption has been completed.
When the period allowed for the Shareholders entitled to redemption has expired, the Board of Directors shall notify the Shareholder subject to redemption obligation of the requests for redemption that have been presented.
Within 14 days of receipt of the notification of requests for redemption, the Shareholder subject to redemption obligation shall pay the redemption price in a manner prescribed by the Company against delivery of the shares and other securities entitling to them or, if the shares which are to be redeemed have been registered on the book-entry accounts of shareholders in question, against a receipt given by the Company, in which case the Company shall ensure that the redeemed shares are immediately registered on the book-entry account of the Shareholder subject to redemption obligation.
A redemption price that has not been paid within the prescribed time limit, shall accrue an overdue interest at the rate of 16 per cent per annum from the date when the redemption price should have been paid at the latest. If the Shareholder subject to redemption obligation has also failed to observe the provisions regarding obligation to notify as provided above, the overdue interest shall accrue from the last date when the obligation to notify should have been fulfilled.
If a Shareholder subject to redemption obligation fails to observe the provisions of this Clause, the shares that such Shareholder subject to redemption obligation holds and the shares that are included in the calculation of his/her proportion of shares establishing the redemption obligation as described above in this Clause, entitle their holders to cast votes in the General Meetings of Shareholders of the Company only for the part that the amount of votes given by those shares is less than one third (1/3) or correspondingly less than 50 per cent of aggregated votes of all shares of the Company.
Other Provisions
The redemption obligation referred to in this Clause shall not apply to a shareholder who proves that his ownership interest or votes establishing redemption obligation has been reached or exceeded before the date when this provision in the Articles of Association was registered in the Trade Register.
Any disputes arising in connection with the redemption obligation, the right to request redemption and calculation of the redemption price shall be resolved in arbitration in accordance with the Arbitration Act (967/92).
The arbitration proceedings shall be subject to Finnish law.