Conversion of shares
Conversion of shares
A Series K share can be converted into a Series A Share at the request of the shareholder or, with regard to nominee-registered shares, at the request of the custodian registered in the book-entry register of securities, provided that the conversion can be exercised within the minimum and maximum limits for the share series.
A conversion request shall be addressed to the company in writing and shall specify the number of shares to be converted and the book-entry account in which the book entries corresponding to the shares have been registered.
The company may request a note to be made on the shareholder’s book-entry account to restrict the shareholder’s power of transfer during the conversion procedure. The company shall notify the Trade Register of the post-conversion changes in the numbers of shares in each share series.
The conversion request can be presented at any time, except after the Board of Directors of the company has made a decision to convene the General Meeting. A request made during the period between said decision and the next General Meeting is considered to be received and will be considered after the General Meeting and any record date following the meeting.
A share conversion request 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 any note restricting the power of transfer from the shareholder’s book-entry account. A Series K share will become a Series A share after the Trade Register entry has been made. The party making the conversion request and the administrator of the book-entry register shall be informed of the registration of the conversion. The Board of Directors shall issue further guidelines on the implementation of the conversion, if necessary.
If a Series K share is transferred to a new owner outside the company or to a Series A shareholder, the transferee shall immediately notify the Board of Directors thereof, and the shareholders of Series K shares are entitled to redeem all transferred shares in this series, subject to the following restrictions and conditions:
The right of redemption shall not apply to acquisitions based on inheritance.
If several shareholders with redemption rights wish to exercise their right of redemption, the Board of Directors has to arrange for the shares to be distributed among such shareholders pro rata their existing holdings of Series K shares. If the distribution of shares is not even, the remaining shares shall be distributed by lot among those seeking to redeem the shares.
The redemption price is a price agreed by the transferor and the transferee, or if the acquisition is without consideration, the actual value of the shares based on the company’s financial statements.
The Board of Directors shall inform the shareholders of Series K shares of any transfer of shares within one month of the transfer notice. Notification shall be provided by registered mail to each shareholder at the address that they have submitted to the company’s share register. The notification shall specify the redemption price and the latest date by which a demand for redemption has to be made.
Shareholders entitled to redemption shall present their demand for redemption in writing to the company within two (2) months from the date when the Board of Directors was notified of the share transfer.
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 demand for redemption or to be deposited with the appropriate executory authority 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.
Any disputes concerning the right of redemption and the redemption price shall be submitted to settlement by arbitrators in accordance with the Arbitration Act (967/92).
This Section shall not apply to Series A shares, and thus it has to be recorded on share certificates corresponding to Series K Shares as well as under these shares in the share register, and on any temporary certificate and subscription coupon.