
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.