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Conversion of Shares and Redemption Clause

A class K Share can be converted into a class A Share in regard of Shareholder’s Shares or administratively registered Shares on the demand of the administrator registered in the book-entry securities register, provided that the conversion can occur within the minimum and maximum limits of the Share classes.

The written conversion request, addressed to the Company, must include the number of the Shares to be converted and the book-entry securities account in which the book-entry securities corresponding to the Shares have been registered.

The Company may request a note to be made on the Shareholder’s book-entry securities account to restrict the owner’s transfer competence during the conversion procedure. The Company shall notify the post-conversion amendments concerning the numbers of Share classes to the Trade Register.       
The conversion request can be presented at any time, except after the Company Board has made a decision to convene the General Meeting. A request made in the period between said decision and the next General Meeting is considered to be received and will be considered after the General Meeting and the possible matching date following the Meeting.

A conversion request of a Share can be cancelled until the notification of the conversion has been made to the Trade Register. After cancellation, the Company shall request the removal of the possible note restricting the transfer competence from the Shareholder’s book-entry securities account. A class K Share shall convert into a class A Share after the Trade Register entry has been made. The party making the conversion request and the administrator of the book-entry securities register shall be informed of the registration of the conversion. Government shall issue further guidelines on the implementation of the conversion, if necessary.

Redemption Clause

If a class K Share is transferred to a new owner outside the Company or to a class A Share Shareholder, the transferee shall immediately notify the Board thereof and the Shareholders of class K Shares are entitled to redeem all transferred Shares in this class, subject to the following restrictions and conditions:

1. Redemption right shall not apply to acquisitions based on inheritance.

2. If several Shareholders with redemption rights wish to utilise their redemption right, the Board has to arrange for the Shares to be distributed among such Shareholders in accordance with their existing shareholdings of class K Shares. If the distribution of shares is not even, the remaining Shares shall be distributed by lot among those seeking to redeem Shares.

3. The redemption price is a price agreed by the transferor and the transferee, or if the acquisition is without consideration, the actual price of the Shares according to the Financial Statements.

4. The Board shall inform the Shareholders of class K Shares of the Share transfer within one (1) month as of the transfer notice. Notification shall occur by a recorded delivery letter to each Shareholder to the address that they have informed in the Company’s share register. The notification shall contain the redemption price and date, by which the redemption demand has to be made, at the latest.

5. Shareholders entitled to redemption shall present their redemption demand in writing to the Company within two (2) months from the date when the Board was notified of the share transfer.

6. The redemption price has to be paid to the Company in cash or by a bank-guaranteed cheque within two (2) weeks from the making of the redemption demand or to be deposited with the chief executory officer within the above-mentioned time. If the redemption price has not been firmly set, the redemption price has to be paid within two (2) weeks from confirmation of the redemption price.

7. The redemption right and any disputes concerning the redemption price amount have to be transferred to be settled by arbitrators in accordance with the Arbitration Act (967/92).

8. This Section shall not apply to class A Shares, and thus it has to be recorded on share certificates corresponding to class K Shares as well as under these Shares in the share register and in the possibly issued temporary certificate and the subscription coupon.