Issues and corporate actions in the book-entry system Decision of Euroclear Finland s CEO. To: Issuers Account operators Issuer agents

Transcription

1 Issues and corporate actions in the book-entry system Decision of Euroclear Finland s CEO To: Issuers Account operators Issuer agents Reference to the Rules: , , ,3.1.13, , and Ratified: 29 April 2015 Entry into force: Supersedes: the Decision in force as of 2 February 2015

2 CONTENTS 1. SCOPE OF APPLICATION General scope of application Issues and corporate actions implemented in Euroclear Finland s bookentry system Incorporation of physical securities into the book-entry system PURPOSE AND AIM OF THE DECISION APPLYING TO BECOME AN ISSUER IN THE BOOK-ENTRY SYSTEM General provisions for applying permission Special provisions applicable to issuers of FDRs Special provisions applicable to issuers of fund units Special provisions applicable to issuers of shares or stocks in cooperatives APPLYING FOR ISSUE PERMISSION General provisions for applying for issue permission Preparing an issue Information to be included in the issue application Additional system- and security type-specific requirements Debt-rated instruments on Infinity Shares, guarantee shares and securities entitling to shares in the OM system Debt-rated book-entries and FDRs in the OM system Fund units in the OM system Shares and stocks in cooperatives and securities relating thereto in the OM System Continuous issue permission for warrants, bonds and on the OM system Provisions on the minimum terms and conditions FDRs Warrants Fund units PROVISION FOR ERROR SITUATIONS IN CONNECTION WITH AN ISSUE IN THE OM SYSTEM RESPONSIBILITIES OF THE PARTIES IN CONNECTION WITH ISSUES AND CORPORATE ACTIONS Responsibilities of the issuer Responsibilities of the issuer s manager in the OM system Issuer agent in the OM System The status of an issuer agent The responsibilities of an issuer agent Issuer agent on Infinity The tasks of the clearing party of the issuer agent and the customer Euroclear Finland s responsibilities Euroclear Finland responsibilities on Infinity Responsibilities of an account operator Special responsibilities relating to the administration of FDRs Special responsibilities relating to the administration of warrants Special responsibilities relating to the administration of shares in cooperatives Special responsibilities and provisions relating to the redemption of minority shares (27)

3 6.13. Creditors meeting Establishing a limited company directly in the book-entry system EXCEPTIONAL PROCEDURES; NEGOTIATION PROCEDURE Responsibilities of the issuer s manager Euroclear Finland s responsibilities TRANSMISSION OF SUBSCRIPTION INFORMATION IN CONNECTION WITH CORPORATE ACTIONS AND ISSUES TO THE OM SYSTEM CONFIDENTIALITY TIME SCHEDULE FOR TEMPORARY SHAREHOLDER REGISTER (27)

4 1. Scope of application 1.1. General scope of application This Decision shall apply to limited liability companies, cooperatives, mutual insurance companies, the Republic of Finland, the Bank of Finland and other entities applying to become an issuer in the bookentry system. This decision shall also apply to issues and other corporate actions carried out in the book-entry system. This Decision also governs time schedule of temporary shareholder register referred to in section of the Rules of Euroclear Finland. This Decision prescribes the procedures for becoming an issuer in the book-entry system, the procedures relating to the interface between the book-entry system and the issue system to be complied with in the issues and corporate actions carried out in the book-entry system, the responsibilities of the parties as well as the transmission of information. This Decision shall be applied both on the OM system and in Infinity.. Specific provisions applicable to each system shall be identified separately in this Decision. The different types of securities processed at any given time in the book-entry system are defined in a separate decision by CEO of Euroclear Finland based on section of the Rules of Euroclear Finland. The issuer may delegate activities connected with issues and corporate actions to managers carrying out issues or corporate actions or other representatives participating in the implementation. Such representatives shall, in this Decision, be collectively referred to as the issuer s managers. The issuer s manager act on behalf of the issuer and Euroclear Finland may consider the actions and commitments of an manager as the actions and commitments of the issuer itself. The issuer shall be held responsible for the managers acting on its behalf. An issuer s manager, who acts on the OM System and on Infinity and to whom has been assigned special responsibilities in accordance with the section 6.3, is called an issuer agent. An issuer agent defined in the section 6.10, acting in the OM System on behalf of a cooperativeis called an issue manager Issues and corporate actions implemented in Euroclear Finland s bookentry system The implementation of an issue or a corporate action shall primarily be based on the operational models implemented in the book-entry 4(27)

5 system. If the operational models are deviated from, the negotiation procedure in accordance with section 7 of this Decision shall be complied with. The following corporate actions have been implemented on the OM system: rights issue and private placing increase in reserve funds bonus issue merger, when the merger consideration is cash or book-entries demerger, when the demerger consideration is cash or book-entries purchase, redemption and transfer of a company s own shares a stock split with ratio between integers issue of debt or related instruments issue of bonds with warrants or a convertible bonds issue of option right issue of warrants and FDRs issue of fund units issue of cooperative shares issue of cooperative stocks issue of guarantee shares subscription and exchange of book-entries based on warrants and convertible bonds class conversion in ratio between integers share combinations in ratio between integers transfer of redeemed minority shares to the redeemer decrease of the number of book-entries in circulation decrease of share capital tender and exchange offer The provisions of this Decision shall, where applicable, also apply to other corporate actions carried out in the OM system. Issues of FDRs, corporate actions relating to FDRs as well as actions based on the underlying foreign securities shall likewise comply with the above procedures. The provisions concerning the issue of mutual fund units shall also apply to comparable units in foreign investment firms. The following transactions are carried out on Infinity on the issued amount of debt instruments: issue of debt or related instruments issue of money market instruments (treasury bills, certificates of deposit, commercial papers and municipality papers) increase of the number of book-entries in circulation and the decrease of them in buy-backs. The following corporate actions have been implemented on Infinity: interest payment extra interest payment other extra payment amortization partial redemption early redemption 5(27)

6 redemption on maturity Incorporation of physical securities into the book-entry system In addition to this decision, the provisions of the decision Incorporation of physical securities in the book-entry system by the CEO of the Euroclear Finland (reference to the Rules 3.2.2) shall also apply if the security being incorporated into the book-entry system has been issued as physical securities or otherwise outside the book-entry system. 2. Purpose and aim of the Decision The purpose of the Decision is to ensure appropriate and reliable operations of the book-entry system and the technical feasibility of the issues and corporate actions through the procedures implemented in the book-entry system and through new procedures implemented in the negotiation procedure in accordance with this Decision. The obligations of the issuer relating to the issues or corporate actions shall be defined in Euroclear Finland s Decisions and Rules as well as in the issuer agreement. The issue-specific duties and the division of responsibilities shall also be defined in terms of the issue to be carried out and in the agreements relating to the issue concluded between the issuer and other parties. 3. Applying to become an issuer in the book-entry system 3.1. General provisions for applying permission An entity issuing book entries shall, in accordance with the Rules of Euroclear Finland, apply for permission from the CEO of Euroclear Finland to act as an issuer in Euroclear Finland s relevant system and sign an issuer agreement thereof before the entity s securities may join the book-entry system. Permission to act as an issuer is applied for separately for the OM system and Infinity. The CEO of Euroclear Finland shall, on written application, approve an issuer to Euroclear Finland s system. Issuer permission is necessary to obtain issue permission. An issuer application, with appendices thereto, shall be submitted to Euroclear Finland no later than two (2) weeks prior to the proposed issue date. The application shall include: 1. the resolution of the entity to apply to become an issuer (this requirement does not apply to the Bank of Finland or the State of Finland); 6(27)

7 2. a currently valid extract from the Trade Register or corresponding account of registration; which shows the registration, members of the board or other deciding body and persons who have right to represent the entity 3. the currently valid Articles of Association or ratified rules; 4. an account of ownership and group relations, 5. as well as of the entity s operations; 6. latest financial statements; 7. the basic information form for the issuer duly filled out, and 8. other reports especially requested by Euroclear Finland. The persons signing the application shall be duly authorised to sign for the entity or have a corresponding right to sign the application on behalf of the entity. If the applicant has already furnished Euroclear Finland with the above information in connection with another application in accordance with the Rules of Euroclear Finland, the applicant may, instead of supplying new information, refer to the up-to-date documents supplied earlier Special provisions applicable to issuers of FDRs An entity applying to become an issuer of FDRs based on underlying foreign securities issued by another entity, shall, in addition to the information mentioned in section 3.1 above, provide the following documents: 1. a description regarding the administration of the FDRs in the issuer s organisation including accounts on, 2. how the applicant is prepared to ensure the number of FDRs in circulation does not exceed the amount of underlying foreign securities; 3. how the issuer has prepared to make the payments originating from the underlying securities; and 4. how the issuer has prepared to perform corporate actions relating to the underlying foreign securities in the book-entry system; 5. other accounts separately requested by Euroclear Finland Special provisions applicable to issuers of fund units Applications from fund companies, shall, in addition to the information mentioned in section 3.1 above, provide an account of a fund company s licence or the corresponding licence of a foreign joint investment firm in accordance with the Unit Trust Act (48/1999). Additionally, a foreign joint investment firm shall also give an adequate account of the legislation and other rules applying to the joint investment firm and its units that may affect processing of the fund units in the book-entry system. 7(27)

8 3.4. Special provisions applicable to issuers of shares or stocks in cooperatives Applications from cooperatives shall, in addition to the information mentioned in point 3.1 above, provide an account of an agreement to act as an issue manager concluded with an issuer agent in accordance with the section Applying for issue permission 4.1. General provisions for applying for issue permission Preparing an issue The issuer shall be responsible for the internal decision-making relating to an issue as well as for obtaining issue permission for the issue of a new type of book-entry in accordance with the Rules of Euroclear Finland. Issue permission shall be applied for only when a type of book entry is issued in the book-entry system for the first time. Upon application by a clearing party, Euroclear Finland accepts also a book-entry type not quoted in the market places for clearing in the HEXClear system. The issuer shall agree on the issue and the time schedule for the issue with Euroclear Finland as soon as possible and no later than four weeks prior to the proposed issue date. However, in a bond issue on the OM system the issuer shall agree on the terms and conditions of the issue with Euroclear Finland and deliver the application with appendixes to Euroclear Finland not later than five (5) registration days prior to the intended issue date. The issuer shall agree on the terms and conditions of the issuance with Euroclear Finland and deliver the application with appendixes no later than five (5) registration days prior to the intended issue date of the first bond or. The issuer agent shall deliver the basic information form defined by Euroclear Finland of an individual bond issuance to Euroclear Finland one registration day prior to the intended issuance date no later than am. The issuer or the issuer agent shall deliver to Euroclear Finland also the documentation related to the issuance, including the program and the base prospectus or final terms. For the issuance of bonds and money market instruments on Infinity the issuer can apply for a permit for continuous issuance from Euroclear Finland as referred to in section of the Rules of Euroclear Finland. A separate permission for an individual issuance of a bond or a money market instrument is not needed then. 8(27)

9 In a warrant issue, the issuer shall agree on the terms and conditions of the issue with no later than five (5) registration days prior to the intended issue date. However, when issuing similar warrants that the issuer has issued at Euroclear Finland earlier, the issuer shall deliver the warrant s information to Euroclear Finland one registration day prior to the intended issue date no later than 11 a.m. In accordance with Section 7, Subsection 2 of the Act on the Book-Entry System and Clearing Operations, Euroclear Finland shall, notify the Bank of Finland and Financial Supervisory Authority of an application regarding an issue of debt-rated book-entries significant for management of the their statutory responsibilities. The CEO of Euroclear Finland or the representative authorised by the CEO may, in accordance with the Rules of Euroclear Finland, refuse to accept an issue application if the terms of the book entry, e.g. the unit size, cause reason to doubt that the type of book entry could not be safely and reliably processed in the book-entry system Information to be included in the issue application The CEO of Euroclear Finland or the representative authorised by the CEO shall, on application, approve the issue of a new type of book-entry in the book-entry system for the first time. The applicant shall attach to the application the following general accounts as well as the systemand type-specific information mentioned below: 1. the decision of the entity to issue (this requirement does not apply to the State of Finland or the Bank of Finland); 2. the terms of the book-entry; 3. the currently valid Articles of Association or ratified rules (this requirement does not apply to the State of Finland or the Bank of Finland); 4. a currently valid extract from the Trade Register or corresponding document regarding registration; which shows the registration, members of the board or other deciding body and persons who have rights to represent the entity 5. the basic information form duly completed; 6. whether the application is for issue on the OM system or on Infinity, 7. appointment to issuer s manager, issuer agent or issue manager and 8. other documents especially requested by Euroclear Finland Additional system- and security type-specific requirements Debt-rated instruments on Infinity. 9(27)

10 To be applicable for issuance the application shall indicate the following information in addition to the content stated in 4.2.1: 1. the issuer of the book-entry; 2. the issuer agent 3. the program, when a applying permission for money market instrument program or for a bond program 4. information regarding the juridical issue account of the book-entry to be issued (as a separate Appendix). The date and interest of the loan, as well as the term of the loan, may be notified separately, however, no later than on the date of the issue.; 5. the decision of the entity to apply for a continuous issue permission; 6. other possible special factors relating to the type of book-entry to be issued. The terms and conditions of a program for money market instruments or bonds shall include at least the following provisions, unless the CEO of Euroclear Finland has separately granted an exception for special reasons: 1. the money market instrument program shall indicate the issuer agents participating the issue; 2. the program shall define the currencies used in issues; 3. the program shall indicate that the instruments are issued in the book-entry security system and if only part of the instruments can be issued in the book-entry system 4. the program shall define the maximum amount of the program and validity or set up date; The program or bond may include a provision whereby the issuer reserves a right to obtain the information of the list of creditors from Euroclear Finland, notwithstanding the secrecy obligation; Even though a money market instrument is issued without a program, the issuer agent has to inform Euroclear Finland the corresponding information Shares, guarantee shares and securities entitling to shares in the OM system An application regarding the issue shall be appended with a current Trade Register extract or corresponding account for the issue data of the new type of book-entry. If the security is not yet in the book-entry system the issuer shall agree with Euroclear Finland to incorporate the security and agree on the schedule for such incorporation Debt-rated book-entries and FDRs in the OM system 10(27)

11 The issuer of FDRs shall enter into an agreement with an account operator operating in the OM system regarding the issue and administration of the amount of the FDRs, unless the issuer itself is an account operator or an agent and thus carries out the issue on its own. Applications regarding an issue of debt-rated book entries or FDRs shall, unless the CEO of Euroclear Finland has for special reasons separately granted an exception, indicate the following: 1. the issuer of the book-entry; 2. the names of the other account operators or their agents participating in the issue, if any; 3. the terms of the debt-rated book-entries or FDRs to be issued and other information regarding the issue account; 4. whether the issue of FDRs is based on an agreement between the FDR issuer and the issuer of the underlying foreign security or whether the FDRs are issued solely based on a custody position opened for the underlying securities without the consent of the foreign issuer; 5. the Articles of Association of the issuer of the underlying foreign securities; 6. any other special factors relating to the type of a book entry to be issued Fund units in the OM system Applications regarding an issue of a fund unit shall, unless the CEO of Euroclear Finland has for special reasons separately granted an exception, indicate the following: 1. the rules of the fund; 2. a report to show that the fund unit can be processed in the bookentry system; 3. a report to show that subscriptions and redemptions can be made in the book-entry system Shares and stocks in cooperatives and securities relating thereto in the OM System In addition to the information mentioned in point above, an issuer must append to its application: 1. the agreement to act as an issue manager concluded with an issuer agent in accordance with the section terms and conditions of the book-entry to be issued and its issue, other issue account information 3. information that permission is sought for a so-called continuing issue 4. other peculiar factors relating to any type of book-entry to be issued. 11(27)

12 Continuous issue permission for warrants, bonds and on the OM system Separate permission applied to the CEO of Euroclear Finland for the issue of warrants, bonds and shall not be necessary if the issuer has been granted a continuous issue permission for the category of security in question referred to in section of the Rules of Euroclear Finland. An issuer shall deliver an application to Euroclear Finland to acquire the continuous issue permission with the following information: 1. the issuer; 2. the decision of the entity to apply for a continuous issue permission; 3. currently valid Articles of Association or ratified rules; 4. currently valid extract from the Trade Register or corresponding document regarding registration; which shows the registration, members of the board or other deciding body and persons who have right to represent the entity 5. information on the issuer agent; 6. ; 7. other documents especially requested by Euroclear Finland Provisions on the minimum terms and conditions FDRs In order for Euroclear Finland to be able to assess the feasibility of processing an FDR-type in the OM-system, the Terms and Conditions of the FDR shall, unless the CEO of Euroclear Finland has for special reasons separately granted an exception, include provisions on at least the following: 1. the Terms and Conditions shall indicate the underlying foreign security (name of the issuer and type of security) the FDR is based on; 2. the Terms and Conditions shall specify the number of underlying foreign securities one FDR is based on; 3. the Terms and Conditions shall be appended with a description on how and in which system the underlying foreign securities are held in deposit abroad; 4. the Terms and Conditions shall be appended with an account on how the deposit of the underlying foreign securities is segregated from the custodians and the FDR issuer s other assets; 5. the Terms and Conditions shall include a provision whereby the FDR issuer may, notwithstanding the secrecy obligation, obtain the information in the List of Holders from Euroclear Finland. Furthermore, the Terms and Conditions shall, where necessary, prescribe that the FDR holder shall provide personal details and information on the country of taxation to the account operator or its agent to be forwarded to the FDR issuer through Euroclear Finland; 12(27)

13 6. The Terms and Conditions shall, where necessary, prescribe that the FDR issuer shall be entitled to hand over information on the FDR holder to the Supervisory and Tax Authorities and to the issuer of the underlying foreign security to the extent required under applicable Finnish or foreign regulations; 7. the Terms and Conditions shall prescribe the means by which the payment of yield and corporate actions relating to the FDRs shall be carried out in the book-entry system as well as the time schedules thereof; 8. the Terms and Conditions shall define the principles according to which the yield of the underlying foreign securities is paid, the process by which taxes are levied or withheld from the payments and the manner in which the yield paid on an underlying foreign security shall be exchanged into Finnish currency; 9. the Terms and Conditions shall indicate whether the holder of the FDR is entitled to attend General Meetings and define how and under which conditions attendance may take place; 10. the Terms and Conditions shall settle the method of implementation for corporate actions or payments of yield relating to underlying foreign securities that cannot be performed as such in the bookentry system; 11. the Terms and Conditions shall describe the process whereby the FDR may be converted and registered into the underlying foreign security and the method whereby the foreign security may be converted into FDR form; and 12. If the issue of the FDR is not based on an agreement between the FDR issuer and the issuer of the underlying foreign security, the Terms and Conditions shall prescribe the possibility to remove the FDR type from the book-entry system or to exchange the FDRs into FDRs or other book-entries that relate to the same underlying foreign security type and that have been issued with the consent of the foreign issuer Warrants In order for Euroclear Finland to be able to assess the feasibility of processing a warrant-type in the OM system, the terms and conditions of the warrants shall, unless the CEO of Euroclear Finland has for special reasons separately granted an exception, include provisions at least on the following: 1. the terms and conditions shall indicate the underlying security, parameter, index or other object the warrant is subject to; 2. the terms and conditions shall include a provision whereby the issuer may, notwithstanding the secrecy obligation, obtain the information in the list of holders from Euroclear Finland; 3. the terms and conditions shall settle, in the case of a corporate action or other event related to the underlying securities under the term of the warrant, the impact on the terms and conditions of the warrant, on the issue price of the underlying security and a method of implementation of the warrant; 13(27)

14 4. the terms and conditions shall settle a method of implementing the rights of the warrants; 5. the terms and conditions of the warrants shall not result in fractional shares or other book-entries Fund units In order for Euroclear Finland to be able to assess the feasibility of processing a fund unit in the OM system, the terms and conditions of the fund units shall, unless the CEO of Euroclear Finland has for special reasons separately granted an exception, include provisions at least on the following: 1. the fund rules shall provide that the units are part of a book-entry system 2. the fund rules shall define, which unit series or unit types are part of book-entry system, if all units are not to be incorporated or issued in the book-entry system 3. the fund rules shall describe how subscription and redemption of fund units takes place 4. the fund rules shall describe, how income payments are processed in the book-entry register 5. the fund rules shall describe, how the unit holder can exercise other rights, such as right to participate the unit holders meeting. 5. Provision for error situations in connection with an issue in the OM system The procedure for incorporating securities in the book-entry system and provision for error situations is defined in the Decision of CEO of Euroclear Finland Incorporation of Physical Securities in the Book-Entry System. In connection with other issues carried out in the OM system, the issuer shall, at Euroclear Finland s request, enclose with the application for issue permission a separate commitment providing that the issuer or a third party who has entered into agreement thereof with the issuer undertakes to deliver the book-entries being issued to their rightful owners who, due to an error in connection with the issue, have not received their book entries and the issue account used in the corporate action is empty. The commitment shall cover one (1) per cent of the type of book entry being issued. The book entries shall be delivered within seven (7) banking days from when the request was made or the matter otherwise came to the issuer s attention in a manner defined more closely by Euroclear Finland. The commitment shall be in force for a period of one (1) year from the date of the issue. The CEO of Euroclear Finland may, on application and considering each case on its merits, lower the proportional number of book entries to be 14(27)

15 acquired. If the Decision Incorporation of Physical Securities in the Book-Entry System and the provision for error situation prescribed thereunder is applied to the issue, commitment in accordance with this section shall not be required. 6. Responsibilities of the parties in connection with issues and corporate actions 6.1. Responsibilities of the issuer An issuer has to appoint an issuer agent as referred to in the Rules of Euroclear Finland and section 6.3, to carry out the following issues and corporate actions in the OM system: incorporation removal of book-entries from the book-entry system rights issue private placing directed to others than the issuer itself and bonus issue when there is a possibility for fractions merger demerger redemption of a company s own shares issue of debt or related instruments issue of bonds with warrants or a convertible bonds issue of option rights issue of warrants and FDRs issue and redemption of fund units issue of cooperative shares issue of cooperative stocks issue of guarantee shares of a mutual insurance company subscription and exchange of book-entries based on option rights and convertible bonds share combinations with ratio between integers transfer of redeemed minority shares to the redeemer and payment of redemption price tender and exchange offer when book-entries are given as consideration other corporate actions that are technically executed as subscriptions in the book-entry system The issuer shall be responsible for notifying Euroclear Finland immediately of any changes in the security issued or incorporated in the book-entry system. The issuer shall be responsible for submitting the payments related to the subscriptions and redemption to the issuer agent as agreed with the issuer agent. By appointing an issuer agent to act on its behalf the issuer at the same time authorises the issuer agent to undersign the necessary documents 15(27)

16 to be delivered to Euroclear Finland as well as to make the necessary registrations to the issue accounts. A Company may apply from Euroclear Finland an exception to the obligation to appoint an issuer agent on the OM system. If the issuer has not appointed an issuer agent or another manager to act on its behalf in the OM system, the issuer shall itself carry out the responsibilities of issuer agent and the issuer s manager in accordance with the Rules of Euroclear Finland and decisions of CEO. An issuer has to appoint an issuer agent as referred to in the Rules of Euroclear Finland and section 6.4, to carry out the following actions on Infinity: - incorporation - issuance of instruments - removal of book-entries from the book-entry system - all corporate actions for the instrument Euroclear Finland creates the issuer and issuer agent on Infinity. The issuer agent can create the program Responsibilities of the issuer s manager in the OM system Issuer s manager refers to an accredited representative, to whom the issuer has assigned tasks with regard to an issue or corporate action. The general responsibilities of the issuer agent and other issuer s manager are: To plan the technical implementation and agree upon the time schedule with Euroclear Finland as early as possible. To submit the basic information on the corporate action to Euroclear Finland on a form available from Euroclear Finland. To submit information to Euroclear Finland on bonus issues, the terms of convertible loans, bonds with warrants and warrants in force, changes in subscription and exchange ratios and changes in the volume to be subscribed. To draw up an exact time schedule in accordance with the terms of the corporate action for the use of Euroclear Finland. To agree with possible other managers on incorporation into the book-entry system upon the exchange of subscription rights in the joint account in connection with the after-market exchange of shares and on the settlement measures of deviations in the balances of the joint accounts possibly resulting from after-market exchanges. 16(27)

17 6.3. Issuer agent in the OM System The status of an issuer agent An issuer s manager, who has been assigned special responsibilities in accordance with this section, is called an issuer agent referred to in the Rules of Euroclear Finland. The right to act as an issuer agent may be granted to an account operator by Euroclear Finland. The account operator shall be responsible for the operations of its agent in accordance with the applicable laws and Rules of Euroclear Finland. The issuer agent is entitled to receive information from Euroclear Finland that is necessary in order to be able to enforce the corporate event The responsibilities of an issuer agent In addition to the responsibilities stated in section 6.2 and elsewhere in this decision, the issuer agent shall be responsible for the following responsibilities: shall be responsible for taking care of issuer s required assignments related to an issue or corporate action in accordance with the terms of the said issue or corporate action, laws and Rules of Euroclear Finland shall be responsible for the communication with Euroclear Finland and the account operators, on behalf of the issuer, with regard to the issue or corporate action shall be responsible for giving sufficient directions to Euroclear Finland and the account operators in order for them to enforce an issue or corporate action shall be responsible for giving in advance sufficient information and directions of an issue or corporate action to the ones who have a right to attend the issue or corporate action shall be responsible for organising the receipt of the assignments and payments and transmitting the registrations related to an issue or corporate action to the book-entry system shall be responsible for following the progress of an issue or corporate action, matching the assignments to the registrations in the book-entry register, reconciliation, after-market exchanges and other required operations shall be responsible for the communication with the issuer with regard to the issue or corporate action shall be responsible for the reporting and other tasks required by the authorities with regard to an issue or corporate action may act as an issue manager of a cooperative in accordance with the section (27)

18 If an issuer agent has been appointed to carry out some other corporate action event, it shall have the before mentioned responsibilities Issuer agent on Infinity Issuer agent is the participant who performs the required assignments related to the issuance and corporate actions. The issuer agent creates on Infinity the program, instrument to be issued and, if needed, its corporate actions. The issuer agent is responsible for the correctness of the program, the instrument basic information and the corporate actions on Infinity. In joint programs the issuer agent who sets up the program on Infinity can add more issuer agents to the program. In joint programs every issuer agent is responsible for its own issuances and corporate actions. If a single bond has multiple issuer agents, the first issuer agent is responsible for the corporate actions. The general responsibilities of the isser agent are: submits basic information on the issuer to Euroclear Finland on a form available from Euroclear Finland. establish new types and issue information into the book-entry register s issue information and updates the instrument s information. In respect of a new type of book-entry to be issued, the information referred to in Section 7, Subsection 4 of the Act on the Book-Entry System and Clearing Operations, which should, by law, appear in the debt security issued for the right in question as well as the volume issued shall be notified. Also the maturity dates, any loan collateral, the interest or other possible compensation payable on the loan, the repayment terms and other essential terms of the loan as well as how the terms of the loan are kept available to the public shall, in addition, be notified for debt securities. shall be responsible for taking care of issuer s required assignments related to an issue or corporate action in accordance with the terms of the said issue or corporate action, laws and Rules of Euroclear Finland shall be responsible for its part for the registrations relating to an issue or a corporate action in the book-entry register in accordance with Section 16c, Paragraph 4 of the Act on Book-Entry Accounts and the registrations relating to an issued amount of the bookentries to the issuance account. shall be responsible that the instrument basic information contains a commission account for client funds maintained by the depository participant of the issuer agent shall be responsible for following the progress of an issue and corporate actions shall be responsible that there are adequate cash funds on the internal cash account of the issuer agent on Infinity s subaccounting to enable the settlement of the corporate actions on the payment date and buyback transactions on the settlement date 18(27)

19 shall be responsible for the communication with the issuer with regard to the issue and corporate actions shall be responsible for the reporting and other tasks required by the authorities with regard to an issue and corporate actionsto implement the measures necessary for amortization, payment of interest and redemption The tasks of the clearing party of the issuer agent and the customer The clearing party acting on behalf of the issuer agent shall be responsible for creating and settling the settlement transactions of the issuance and buy-back instructions between the commission account linked to the instrument and customer s book-entry account. The clearing party acting on behalf of the customer shall be responsible for ensuring that there are adequate cash funds on Infinity s subaccounting to settle the issuance trade Euroclear Finland s responsibilities The general responsibilities of Euroclear Finland are: to agree upon the time schedule and the necessary procedures with the issuer, issuer agent or other manager and other parties after the issuer, issuer agent or other manager has contacted Euroclear Finland. to adjust the time schedule to that of the production operations of the book-entry system. to issue the necessary ISIN and CFI codes. to approve the issue. to distribute basic information on the new types of book-entries and other information to the account operators and their agents. to establish the issuer in the system to enter into the basic information whether the issuer has the possibility to issue new types of book-entries or continuous issue of the types of bookentries being issued on OM system.to supervise the issue and maintain the issue account. to manage the issue accounts: open special accounts and maintain their balances; maintain the balances of joint accounts; on the OM system establish new types and issue information into the book-entry register s issue information; update the data on the types of book entries based on notifications by the issuer agent, other manager or the issuer and the Trade Register extract or if the Trade Register extract concerning the change of the types of book-entries is not available, based on other reliable account. on OM system the registration relating to an issue or a corporate action in the book-entry register in accordance with Section 16c, Paragraph 4 of the Act on Book-Entry Accounts. Registrations relating to corporate actions are made by Euroclear Finland, except 19(27)

20 in cases that require choosing by investor (choice of investor?) and are based on existing ownership. to disclose information to an issuer agent on the OM System and on Infinity in order to enforce issue or corporate action Euroclear Finland responsibilities on Infinity The general responsibilities of Euroclear Finland are: to agree upon the necessary procedures with the issuer or issuer agent to grant the issue permission to the issuer to establish the issuer and issuer agent on the system and also to grant the necessary permissions to issue and confirm the necessary ISIN and CFI codes to supervise the issuance and corporate actions to distribute basic information on the new type of the book-entry, corporate actions and other information to the account operators. the supervision of the program maximum amount maintain, update, reserve and supervise the maximum amount of the program of the instruments issued in the book-entry system. - to disclose information to the issuer agent in order to enforce issuance and corporate actions. - to manage the issuance account: open the account, update and close - to calculate the entitlements based on the holdings on the record date and create the necessary settlement instructions for the corporate action. - To cancel a corporate action in problem situations. - To carry out the automated closure procedures of the security type Responsibilities of an account operator In conjunction with a reverse split, the account operator shall ensure the correctness of the alignment restriction of the type to ensure that the alignment restrictions of holders of rights of alignment restrictions are not jeopardised as a result of rounding down of alignment restrictions carried out in conjunction with a reverse split Special responsibilities relating to the administration of FDRs In addition to the above, the FDR issuer and Euroclear Finland shall carry out the following responsibilities in connection with FDR issue. Euroclear Finland: 20(27)

21 shall provide the FDR issuer with an artificial code for the issue of an FDR type; shall on behalf of the issuer open, maintain and update the issue account and special accounts necessary for processing FDRs; shall, at the issuer s request, decide on the method of implementation in the book-entry system of FDR issues and corporate actions as well as on the schedules relating to implementation; shall, for the purpose of the matching to be carried out by the issuer, provide information on total balances from the book-entry system for each register day. The FDR issuer: shall furnish Euroclear Finland with basic information on the FDR type; shall be responsible for matching the number of FDRs and underlying foreign securities; shall, in accordance with the Terms and Conditions of FDR, accept the FDRs to be converted into underlying foreign securities and, correspondingly, convert underlying foreign securities into FDRs; shall, in accordance with applicable foreign law and the Terms and Conditions of the FDR, be responsible for transferring any voting rights, rights of yield and other rights relating to the underlying foreign securities to the FDR holders. The FDR issuer shall also be responsible for transferring yield and other rights to the correct recipients in connection with FDRs that are in the process of being converted from FDRs into underlying foreign securities or from foreign securities into FDRs at the moment of detachment of payment or rights; shall be responsible for carrying out of corporate actions concerning the underlying foreign securities in the book-entry system in accordance with the Terms and Conditions of the FDR; shall be responsible for notifying FDR holders of announcements concerning the FDRs Special responsibilities relating to the administration of warrants In addition to the aforementioned general responsibilities, the issuer and Euroclear Finland have the following special responsibilities in issuing and administrating warrants: The issuer of a warrant: shall immediately notify and agree with Euroclear Finland on how a corporate action or other event or operation in the underlying asset shall be taken into account in the warrants; shall notify and agree with Euroclear Finland the terms and conditions for the execution of the warrant not later than on the second registration day after the last trading day of the warrant; shall arrange implementation of the warrants apart from the return and refund payment procedure of Euroclear Finland, if the investor 21(27)

22 is able to choose the means or date of implementation or if the warrant is otherwise implemented during its term. Euroclear Finland and the account operators: shall arrange the means of executing the warrant, if implementation is entirely in either cash or securities in the OM system and if payment is uniform for all investors irrespective of the wish of the investor Special responsibilities relating to the administration of shares in cooperatives In addition to the aforementioned general responsibilities, the issuer and Euroclear Finland have the following special responsibilities in issuing and administrating shares in cooperatives: The issuer of shares: chooses and signs an agreement with one issuer agent acting as an issue manager agrees with Euroclear Finland and the issue manager on the procedure to be complied with when making entries in respect of the shares in the book-entry system. is responsible for matching the number of shares issued in the bookentry system with the number issued in its own bookkeeping. Matching is to be performed always on days when number of shares in cooperatives has altered and otherwise when necessary. Euroclear Finland may order matching to be performed also under other situations. for notifying the issue manager of the approval of new members and the numbers of their book-entry accounts and for processing the shares of members who have resigned The issue manager of shares: Acts as required by Chapter 21 a, Section 3 of the recipient of shares when the cooperative is incorporated in the book-entry system. Makes the required entries in the book-entry system and sends registration applications when the cooperative issues new shares, approves new members, when members resign and shares are transferred. Euroclear Finland: opens and updates the issue account and special accounts needed to process the shares; forwards balance sum information from the book-entry system to the issuer for matching. Matching is to be performed always on days when number of shares in cooperatives has altered according to cooperatives own bookkeeping or book-entry register s information and otherwise when necessary. 22(27)

23 6.12. Special responsibilities and provisions relating to the redemption of minority shares In conjunction with the redemption of minority shares, when the intention is to transfer the shares to the redeemer under Chapter 18, Section 6, Subsection 1 of the Companies Act, the redeemer, issuer, account operators and Euroclear Finland additionally have the following responsibilities: The body entitled to the redemption of minority shares (the Redeemer) must: notify Euroclear Finland in writing of the redemption of minority shares. Additionally, the Redeemer must provide proof of collateral in respect of payment of the redemption price and the intermediaries approval thereof. undertake to be responsible for the obligations contained in the type of book-entry to be issued to which the redemption price gives entitlement and the costs arising therefrom by signing an agreement to this effect. Euroclear Finland has the right to charge for these costs in accordance with its valid tariff in force at any given time. perform the actions relating to payment of the redemption price. The issuer must: inform Euroclear Finland immediately about commencement and expiry of redemption right or obligation. issue the type of book-entry entitling to the redemption price as referred to in Chapter 18, Section 6, Subsection 2 of the Companies Act in the book-entry system. Euroclear Finland and the account operator must: once the Redeemer has placed the collateral approved by the intermediaries to pay the redemption price in accordance with Chapter 18, Section 6, Subsection 1 and presented a proper account thereof to Euroclear Finland, ensure the transfer of the minority shares from the proper book-entry accounts to the Redeemer s book-entry account and the corresponding rights to redemption price are transferred to the book-entry accounts of the minority shareholders. additionally, Euroclear Finland must furnish the Redeemer with a list of beneficiaries of the redemption price in accordance with the time of payment notified in advance by the Redeemer. Issuer, Euroclear Finland and account operator are obliged to special responsibilities described under this section provided that the Redeemer has given a written undertaking to perform special responsibilities described above and performed such responsibilities as described above and in the undertaking given by the Redeemer Creditors meeting 23(27)

24 If an issuer of a debt book-entry organises a creditors meeting, it shall notify Euroclear Finland on this at the latest eight (8) banking days prior to the meeting. The issuer shall also notify Euroclear Finland on the time and venue of the meeting, agenda, record day when applicable and how the creditor shall act to be able to attend the meeting. The issuer shall notify Euroclear Finland on the resolutions of the creditors meeting without undue delay. If a debt book-entry has been issued before thisceo s decision enters into force and the notice to the creditors meeting has to be published in accordance with the base prospectus or final terms later than mentioned above, the issuer shall notify Euroclear Finland on the meeting without undue delay or at the latest when the notice is published Establishing a limited company directly in the book-entry system The applicable parts of points 3 and 4 of this Decision shall be complied with when establishing a limited company direct in the book-entry system. The issuer application of the company to be established shall include: 1. information about the date the company is to registered in the Trade Register, 2. the memorandum of association, which must be: a decision to apply to be issuer and sign the issuer agreement with Euroclear Finland and a decision to authorise a certain person or persons to sign the issuer application and the necessary agreements on behalf of the company with Euroclear Finland and Articles of Association requiring incorporation of the company's shares into the book-entry system. 3. a certificate from the Trade Register to indicate an application has been submitted for registration, 4. a basic issuer and share series data form duly completed, 5. appointment to issuer agent and 6. other documents requested by Euroclear Finland. The company shall notify Euroclear Finland of the company s business identity code (Y-tunnus) at the latest one week before Trade Register registration. Euroclear Finland s CEO or the representative authorised by the CEO grants permission to issue provided that the company is registered in the Trade Register within one month at the latest of the date given in the application. Euroclear Finland has the right, at its discretion, to require a company to be directly established in the book-entry system to provide collateral equivalent to the annual fee applied in accordance with Euroclear 24(27)