2009-03-30 08:00:00 CEST
2009-03-30 08:00:14 CEST
REGULATED INFORMATION
Pohjola Pankki Oyj - Total number of voting rights and capital
Pohjola Resolved on Commencing Rights Offering and Announces Terms and Conditions
Not for release in the United States, Australia, Canada or Japan.
Pohjola Bank plc
Company Release, Release Category: Changes in share capital and votes
30 March 2009, at 9.00 am Finnish Time (GMT+3)
Pohjola Resolved on Commencing Rights Offering and Announces Terms and
Conditions
On the basis of the authorisation given by the Annual General Meeting of 27
March 2009, Pohjola Bank plc's ("Pohjola" or the “Company") Board of Directors
has resolved to offer up to 91 179 502 new Series A shares and up to 25 021 013
new Series K shares (collectively, the "Offer Shares") for subscription
primarily by the Company's existing shareholders. Following the rights offering,
the total number of the Offer Shares is expected to represent approximately
36.4% of the total number of the Company's shares and for 36.4% of the votes
conferred by such shares.
Terms and conditions in summary
- A rights offering of EUR 307.9 million with preferential rights for Pohjola's
existing shareholders
- The subscription price for new Series A shares and new Series K shares is EUR
2.65 per share.
- Four (4) new Series A or Series K shares for every seven (7) existing Series A
or Series K shares held, respectively (4 to 7)
- The record date is 2 April 2009
- Trading in A-subscription rights commences on 7 April 2009 and ends on 17
April 2009
- The subscription period is from 7 April 2009 to 24 April 2009
- Pohjola's largest shareholders OP-Pohjola Group Central Cooperative (the
“Central Cooperative"), Suomi Mutual Life Assurance Company and Ilmarinen Mutual
Pension Insurance Company have each committed to subscribe for their pro rata
share of the Offer Shares, these commitments representing 50.2% of the shares
offered in the rights offering. In addition, the Central Cooperative has
committed to subscribe for any Offer Shares that remain unsubscribed for in the
rights offering.
Expected timetable for the rights offering
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| 30 March | Prospectus published |
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| 31 March | First day of trading in Pohjola shares excluding the right to |
| | participate in the rights offering |
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| 2 April | Record date |
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| 7-17 | Trading in A-subscription rights |
| April | |
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| 7-24 | Subscription period |
| April | |
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| 30 April | Final results of the rights offering announced |
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Overview of the rights offering
Shareholders who are registered on the Shareholder Register, maintained by
Euroclear Finland Ltd, on the record date of 2 April 2009 shall automatically
receive one (1) A-subscription right for each Series A share held on the record
date and one (1) K-subscription right for each Series K share held on the record
date.
Each seven (7) A-subscription rights will entitle its holder to subscribe for
four (4) new Series A shares and each (seven 7) K-subscription rights will
entitle its holder to subscribe for four (4) new Series K shares (the "Primary
Subscription Right"). Fractions of shares may not be subscribed for.
A-subscription rights are freely transferable, whereas the holding of
K-subscription rights is restricted to entities referred to in Article 5 of
Pohjola's Articles of Association that may hold Series K shares.
A-subscription rights will be subject to public trading on NASDAQ OMX Helsinki
Ltd from 7 April 2009 to 17 April 2009. K-subscription rights will not be
admitted to public trading.
In addition, a holder of Series A shares, who has exercised his Primary
Subscription Right in full, will have the right to subscribe for new Series A
shares not subscribed for pursuant to the Primary Subscription Right and a
holder of Series K shares, who has exercised his Primary Subscription Right in
full, will have the right to subscribe for new Series K shares not subscribed
for pursuant to the Primary Subscription Right.
The subscription price for new Series A shares and new Series K shares is EUR
2.65 per share. The subscription period will begin at 9.30 am (Finnish time) on
7 April 2009 and expire at 4.30 pm (Finnish time) on 24 April 2009.
The Company will announce the final results of the rights offering in a stock
exchange release on or about 30 April 2009.
The full terms and conditions of the rights offering are set out in the appendix
to this release.
Background and rationale
At the end of 2008, Pohjola's Tier 1 ratio, in accordance with the Finnish Act
on Credit Institutions, stood at 9.6% without taking into account Basel II
transitional rules and at 9.4% taking into account Basel II transitional rules.
Pohjola's newly revised minimum Tier 1 ratio target is 9.5% over the business
cycle, compared to the minimum regulatory capital requirement standing at 4.0%.
At the end of 2008, Pohjola's capital adequacy ratio was 11.7%, with the minimum
regulatory requirement being 8.0%. If completed, the rights offering is expected
to further raise Pohjola's year-end 2008 Tier 1 ratio to 11.9% (pro forma),
without taking into account the transitional rules. Currently, the Company's
Tier 1 hybrid instruments total EUR 274 million, accounting for 13.8% of Tier 1
capital. Following the rights offering, the Company will have the capacity, if
necessary, to increase its Tier 1 hybrid instruments to approximately EUR 1.1
billion, based on hybrid instruments which may account for the maximum of 35% of
Tier 1 capital (pro forma figures at the end of 2008).
Pohjola believes that its capital adequacy is currently strong. Nevertheless, by
the contemplated rights offering Pohjola wishes to secure its corporate
customers' funding opportunities in an environment where companies' access to
funding has become increasingly difficult.
Capital adequacy has recently become an important competitive factor in
competition between banks. By increasing its capital base, Pohjola also aims to
strengthen its position as a central and well-capitalised participant within the
financial sector and to prepare for an expected increased need of capital as a
result of the economic downturn.
Subscription commitments and subscription guarantee
Pohjola's largest shareholders, the Central Cooperative, Suomi Mutual Life
Assurance Company and Ilmarinen Mutual Pension Insurance Company, have committed
to subscribing for Offer Shares in the rights offering, as follows: the Central
Cooperative 12 706 661 new Series A shares and 22 050 994 new Series K shares,
Suomi Mutual Life Assurance Company 11 904 971 new Series A shares and Ilmarinen
Mutual Pension Insurance Company 11 620 051 new Series A shares, totalling 36
231 683 new Series A shares and 22 050 994 new Series K shares and accounting
for a total of 50.2% of all Offer Shares.
In addition, the Central Cooperative has given a subscription guarantee pursuant
to which it will subscribe for any Offer Shares that remain unsubscribed for in
the rights offering. Under the terms and conditions of the subscription
guarantee, the Central Cooperative's votes conferred by Pohjola shares shall not
exceed 65% during and after the rights offering. For this purpose, the Central
Cooperative has agreed to convert, if necessary, a sufficient number of Series K
shares it holds into Series A shares.
Other information
J.P. Morgan Securities Ltd and Pohjola Corporate Finance Ltd are acting as joint
bookrunners and joint lead managers for the rights offering.
A conference call in English for investors and analysts will be held today,
starting at 4.00 pm (Finnish time). For registration and the PIN code required
for the conference call, please contact Anne Hasso, anne.hasso@pohjola.fi or
+358 (0)10 252 2569.
Pohjola Bank plc
Markku Koponen
Senior Vice President (Corporate Communications)
For further information, please contact:
Mikael Silvennoinen, President and CEO, tel. +358 (0)10 252 2549
Jouko Pölönen, CFO, tel. +358 (0)10 252 3405
Markku Koponen, Senior Vice President (Corporate Communications), tel. +358
(0)10 252 2648
DISTRIBUTION
NASDAQ OMX Helsinki
London Stock Exchange
SWX Swiss Exchange
Major media
pohjola.fi, op.fi
Disclaimer:
This document may not be distributed or sent into the United States, Australia,
Canada or Japan. The information contained herein shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of
the securities referred to herein in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction.
This document is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended. The company has not registered, and does not intend to register, any
portion of any offering of its securities in the United States, and does not
intend to conduct a public offering of its securities in the United States.
This document is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or (ii) to investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article 49(2)(a)
to (d) of the Order or (iv) persons who are members or creditors of the company
to which this communication relates, falling within article 43(2) of the Order
(all such persons in (i), (ii) (iii) and (iv) above together being referred to
as "relevant persons"). The securities offered are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any person who is not
a relevant person should not act or rely on this document or any of its
contents.
This document is an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, together with any applicable
implementing measures in the relevant home Member State under such Directive,
the ("Prospectus Directive"). A prospectus prepared pursuant to the Prospectus
Directive will be published in connection with any offering of securities, and
will be available at subscription locations in Finland.
Any offer of securities to the public that may be deemed to be made pursuant to
this communication in any EEA Member State that has implemented Prospectus
Directive is only addressed to qualified investors in that Member State within
the meaning of the Prospectus Directive.
This document includes forward-looking statements. These forward-looking
statements include all matters that are not historical facts, statements
regarding the company's intentions, beliefs or current expectations concerning,
among other things the company's results of operations, financial condition,
liquidity, prospects, growth, strategies and the industry in which the company
operates. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that may
or may not occur in the future, and speak only as of the date they are made. The
company cautions you that forward-looking statements are not guarantees of
future performance and that its actual results of operations, financial
condition and liquidity and the development of the industry in which the company
operates may differ materially from those made in or suggested by the
forward-looking statements contained in this presentation. In addition, even if
the company's results of operations, financial condition and liquidity and the
development of the industry in which the company operates are consistent with
the forward-looking statements contained in this document, those results or
developments may not be indicative of results or developments in future periods.
The company does not undertake any obligation to review or confirm expectations
or estimates or to release publicly any revisions to any forward-looking
statements to reflect events that occur or circumstances that arise after the
date of this document.
J.P.Morgan Securities Ltd. and Pohjola Corporate Finance Ltd are acting
exclusively for the company and for no-one else in connection with the offering.
They will not regard any other person (whether or not a recipient of this
document) as a client in relation to the offering. J.P.Morgan Securities Ltd.
and Pohjola Corporate Finance Ltd will not be responsible for anyone other that
the company for providing the protections afforded to their respective clients
nor for giving advice in relation to the offering or any transaction or
arrangement referred to in this document.
APPENDIX
TERMS AND CONDITIONS OF THE OFFERING
Overview of the offering
The Annual General Meeting of Shareholders of Pohjola Bank plc (“Pohjola” or the
“Company”) resolved on 27 March 2009 to authorise the Company's Board of
Directors to decide on one issue of new shares in the Company in such manner
that the aggregate maximum number of new series A shares to be issued shall be
117,700,000 and the aggregate maximum number of new series K shares to be issued
shall be 32,300,000.
The Company's Board of Directors has on 27 March 2009 resolved on the basis of
the authorisation given by the Annual General Meeting of Shareholders of Pohjola
to issue up to 91,179,502 new series A shares (the “New A-Shares”) and up to
25,021,013 new series K shares (the “New K-Shares” and together with the New
A-Shares, the “Offer Shares”) primarily to the existing shareholders of the
Company (the “Offering”), in accordance with the terms and conditions presented
herein.
Provided that the Offer Shares are subscribed for in full, the New A-Shares
issued in the Offering represent approximately 57.1 per cent of the Company's
series A shares and votes conferred by the series A shares prior to the Offering
and approximately 36.4 per cent of the Company's series A shares and votes
conferred by the series A shares after the Offering. Correspondingly, the New
K-Shares issued in the Offering represent approximately 57.1 per cent of the
Company's series K shares and votes conferred by the series K shares prior to
the Offering and approximately 36.4 per cent of the Company's series K shares
and votes conferred by the series K shares after the Offering. Altogether, the
Offer Shares represent at the maximum approximately 57.1 per cent of all shares
in the Company and 57.1 per cent of the votes conferred by all shares in the
Company prior to the Offering and at the maximum approximately 36.4 per cent of
all shares in the Company and 36.4 per cent of the votes conferred by all shares
in the Company subsequent to the Offering.
Subscription right
Primary subscription right
The Offer Shares will be offered to the Company's shareholders in proportion to
their shareholding in such manner that the New A-Shares shall be offered to the
holders of the Company's series A shares and the New K-Shares shall be offered
to the holders of the Company's series K shares, respectively.
Pohjola's shareholders who are registered on the shareholders' register
maintained by Euroclear Finland Ltd on the record date 2 April 2009 (the “Record
Date”), shall receive one (1) subscription right in a form of a book-entry
entitling its holder to subscribe for New A-Shares (the “A-Subscription Right”)
(ISIN code FI0009503080, trading code POH1SU0109) for each series A share in the
Company owned on the Record Date and one (1) subscription right in a form of a
book-entry entitling its holder to subscribe for New K-Shares (the
“K-Subscription Right” and together with the A-Subscription Right, the
“Subscription Rights”) (ISIN code FI0009503098) for each series K share in the
Company owned on the Record Date (the “Primary Subscription Right”). The
A-Subscription Rights are freely negotiable whereas the holding of
K-Subscription Rights is restricted to those entities that according to Article
5 of the Articles of Association of Pohjola may hold series K shares.
The A-Subscription Rights will be subject to public trading on NASDAQ OMX
Helsinki Ltd (the “Helsinki Stock Exchange”) between 7 April 2009 and 17 April
2009. K-Subscription Rights will not be admitted to public trading.
Secondary subscription right
In addition, a holder of the Company's series A shares who was registered on the
Company's shareholders' register on the Record Date and exercised his or her
Primary Subscription Right in full, will have the right to subscribe for New
A-Shares that were not subscribed for pursuant to the Primary Subscription Right
and, respectively, a holder of the Company's series K shares who was registered
on the Company's shareholders' register on the Record Date and exercised his or
her Primary Subscription Right in full, will have the right to subscribe for New
K-Shares that were not subscribed for pursuant to the Primary Subscription Right
(the “Secondary Subscription Right”). A shareholder who wishes to exercise his
or her Secondary Subscription Right shall indicate the maximum number of Offer
Shares that the shareholder will subscribe for pursuant to the Secondary
Subscription Right in connection with the subscription pursuant to the Primary
Subscription Right. Secondary Subscription Rights may not be transferred.
Unsubscribed Offer Shares
Offer Shares which have not been subscribed for pursuant to the Primary
Subscription Right or the Secondary Subscription Right can be allocated for
subscription to parties as determined by the Company's Board of Directors.
Subscription price
The subscription price for New A-Shares and New K-Shares is EUR 2.65 per share.
The subscription price shall be fully recorded into the invested non-restricted
equity fund of the Company. The subscription price is less than the closing
price of a series A share in the Company on the Helsinki Stock Exchange on 27
March 2009, which was EUR 5.75.
Subscription period
The subscription period pursuant to the Primary Subscription Right and the
Secondary Subscription Right will commence on 7 April 2009 at 9.30 a.m. (Finnish
time) and expire on 24 April 2009 at 4.30 p.m. (Finnish time) (the “Subscription
Period”). Account operators may impose a deadline for subscription that is
earlier than the expiration of the Subscription Period.
Offer Shares which have not been subscribed for pursuant to the Primary
Subscription Right or the Secondary Subscription Right, and which the Company's
Board of Directors offers for subscription to parties determined by it, shall be
subscribed for in accordance with the instructions given by the Company's Board
of Directors, however, at the latest on 30 April 2009.
Subscription ratio
Each seven (7) A-Subscription Right will entitle its holder to subscribe for
four (4) New A-Shares and each seven (7) K-Subscription Right will entitle its
holder to subscribe for four (4) New K-Shares. Fractions of Offer Shares cannot
be subscribed for.
Submission of subscription orders
Subscription orders can be submitted via the following subscription places:
- Offices of the cooperative banks belonging to OP-Pohjola Group and of Helsinki
OP Bank Plc during their normal business hours.
- OP + 358 100 0500 Call service. Customers subscribing through the call service
shall have a personal network service agreement with OP-Pohjola Group. When
subscribing through the call service, identification shall be confirmed by
network identification codes.
In addition, subscription orders may be submitted to the account operators who
have an agreement with Pohjola Corporate Finance Ltd on reception of
subscriptions. Account operators may impose a deadline for subscription that is
earlier than the expiration of the Subscription Period.
Subscriptions and payment
Subscription for Offer Shares shall be effected through cash payment of the
subscription price. In order to subscribe for Offer Shares, the holder of
Subscription Rights shall follow the instructions provided by the holder's
account operator. In the event the holder does not receive instructions from its
account operator, the holder should contact one of the above mentioned
subscription places to effect the subscription. The subscription price must be
paid in full at the time of the subscription in accordance with the instructions
given by the subscription place or the account operator within the payment
period determined by the account operator.
Offer Shares which have not been subscribed for pursuant to the Primary
Subscription Right or the Secondary Subscription Right and which are offered for
subscription to parties determined by the Company's Board of Directors, shall be
paid for in accordance with the instructions given by the Company's Board of
Directors.
Those shareholders of the Company or other investors participating in the
Offering, whose shares of the Company or Subscription Rights are registered in
the name of a nominee, shall give a subscription order in accordance with the
instructions of the nominee.
A subscription made pursuant to the Primary Subscription Right or the Secondary
Subscription Right is binding and it cannot be amended or cancelled except as
provided in section “Right to withdrawal in accordance with the Finnish
Securities Market Act”.
Subscription Rights which have not been exercised by the end of the Subscription
Period 24 April 2009 will expire as having no value.
Decisions regarding the Offering
The Company's Board of Directors will approve all subscriptions made pursuant to
the Primary Subscription Right and in accordance with these terms and conditions
of the Offering and applicable laws and regulations regarding the share
subscription.
If no oversubscription occurs pursuant to the Secondary Subscription Right, the
Company's Board of Directors will approve all subscriptions made pursuant to the
Secondary Subscription Right and in accordance with these terms and conditions
of the Offering and applicable laws and regulations regarding the share
subscription. If oversubscription pursuant to the Secondary Subscription Right
occurs, the subscriptions of the Company's shareholders are to be accepted in
the proportions of their shareholding on the Record Date up to the maximum
amount of their secondary subscription. The proportion of the shareholding on
the Record Date shall be calculated separately for series A shares and series K
shares. If a shareholder of the Company does not receive all Offer Shares he or
she has subscribed for pursuant to the Secondary Subscription Right, the
subscription price of the non-received Offer Shares will be refunded to the
shareholder's bank account given in connection with the subscription on or about
4 May 2009. The funds will be refunded without interest.
If Offer Shares remain unsubscribed for pursuant to the Primary Subscription
Right and the Secondary Subscription Right, and if the Company's Board of
Directors allocates the remaining Offer Shares for subscription to parties
determined by it, the Board of Directors has full discretion to accept or reject
these subscriptions.
The Company will publish the final results of the Offering in a stock exchange
release on or about 30 April 2009.
Subscription commitments and subscription guarantee
The largest shareholders of Pohjola, OP-Pohjola Group Central Cooperative (the
“Central Cooperative”), Suomi Mutual Life Assurance Company and Ilmarinen Mutual
Pension Insurance Company have each separately undertaken to subscribe for Offer
Shares in the Offering as follows: the Central Cooperative 12,706,661 New
A-Shares and 22,050,994 New K-Shares, Suomi Mutual Life Assurance Company
11,904,971 New A-Shares and Ilmarinen Mutual Pension Insurance Company
11,620,051 New A-Shares, together 36,231,683 New A-Shares and 22,050,994 New
K-Shares which in total corresponds to 50.2 per cent of all Offer Shares.
In addition, the Central Cooperative has given the Company a subscription
guarantee, according to which it will subscribe for the Offer Shares that remain
unsubscribed for in the Offering.
The subscription commitments and the subscription guarantee are described in the
offering circular concerning the Offering (the “Offering Circular”) in section
“Plan of distribution, subscription commitments and subscription guarantee”. See
also section “Risk factors - Risks related to the Offer Shares and the Offering
- The significant influence of Pohjola's majority shareholder” of the Offering
Circular.
Right to withdrawal in accordance with the Finnish Securities Market Act
If the Offering Circular is supplemented due to an error or omission in
accordance with the Finnish Securities Market Act (495/1989, as amended, the
“Finnish Securities Market Act”), investors who have made a subscription prior
to the publication of the supplement to the Offering Circular, are entitled to
withdraw their subscription according to the Finnish Securities Market Act
within two (2) business days, or, if so decided by the Finnish Financial
Supervisory Authority for special reasons, within a longer period not, however,
exceeding four (4) business days, after the publication of the supplement to the
Offering Circular. The potential withdrawal from subscription covers
subscriptions made by subscription being withdrawn in their entirety. Investors
will be notified of their right to withdrawal in the Company's stock exchange
release in connection with the publication of the supplement, in which release
also further instructions relating to the use of the right to withdrawal will be
given.
If a subscription is withdrawn, the institution to which subscription
instructions were submitted to will refund the paid subscription price to the
bank account notified by the investor in connection with the subscription.
Subsequently, the Subscription Rights will be re-entered into the shareholder's
book-entry account within approximately three (3) business days after the
withdrawal notification has been submitted. The funds will be refunded without
interest.
If a shareholder of the Company has sold or otherwise transferred his or her
Subscription Rights, such sale or transfer cannot be withdrawn.
Registration of shares to book-entry accounts and trading
After the subscription has been effected, interim shares corresponding to the
Offer Shares subscribed for pursuant to the Primary Subscription Right (the
“Interim Shares”) will be entered into the subscriber's book-entry account. The
Offer Shares subscribed for pursuant to the Secondary Subscription Right will be
entered into the subscriber's book-entry account after the registration of the
Offer Shares with the Finnish Trade Register (the “Trade Register”) on or about
4 May 2009. The ISIN code of the Interim Shares corresponding to New A-Shares
will be FI0009016208 and the trading code will be POH1SN0109. The ISIN code of
the Interim Shares corresponding to New K-Shares will be FI0009016216.
Trading in Interim Shares corresponding to New A-Shares, as a separate class of
securities, will commence on the Helsinki Stock Exchange on the first trading
day after the expiration of the Subscription Period, on or about 27 April 2009.
The Company's series K shares are not admitted to public trading and the Interim
Shares corresponding to New K-Shares shall not be admitted to public trading.
The Interim Shares corresponding to New A-Shares will be combined with the
Company's current series A shares (ISIN code FI0009003222, trading code POH1S)
and the Interim Shares corresponding to New K-Shares will be combined with the
Company's current series K shares (ISIN code FI0009003925) after the
registration of the Offer Shares with the Trade Register. The combination is
estimated to take place on or about 4 May 2009 and the New A-Shares will be
subject to trading together with the Company's existing series A shares on or
about 5 May 2009. The New A-Shares are freely negotiable whereas the holding of
series K shares is restricted to those entities that according to Article 5 of
the Articles of Association of Pohjola may hold series K shares.
Shareholder rights
The Offer Shares entitle to right to dividend and other distribution of funds as
well as other shareholder rights in the Company as of the registration of the
Offer Shares with the Trade Register, on or about 4 May 2009.
The New A-Shares offered in the Offering will rank pari passu with all
outstanding series A shares in Pohjola. Correspondingly, the New K-Shares
offered in the Offering will rank pari passu with all outstanding series K
shares in Pohjola. Each New A-Share entitles to one vote and each New K-Share
entitles to five votes in a General Meeting of Shareholders of the Company. See
sections “Description of the shares and share capital” and “Dividends and
dividend policy” of the Offering Circular.
Transfer tax and other expenses
No transfer tax is payable on the share subscription. Each account operator will
charge the investor in accordance with their agreement for maintenance of the
investor's book-entry account and deposit of the shares on the book-entry
account.
Right to cancel the Offering
The Company's Board of Directors shall have the right to cancel the Offering
prior to the expiry of the Subscription Period in the event of a material change
in the market situation or financial condition of the Company or the Company's
business. If the Company's Board of Directors decides to cancel the Offering,
the paid subscription prices will be refunded to investors on or about the third
(3) business day after such decision has been made by the Company's Board of
Directors. If the investor's bank account is in another financial institution
than the place of subscription, the refund will be paid to such Finnish bank
account in accordance with the payment schedule of the financial institutions on
or about two (2) business days later, at the latest. The funds will be refunded
without interest. If the Company's Board of Directors decides to cancel the
Offering, the Company will publish such decision and further instructions for
the investors in a stock exchange release.
Other matters
Other issues and practical matters relating to the Offering will be resolved by
the Company's Board of Directors.
Documents on display
The documents referred to in Chapter 5, Section 21 of the Finnish Companies Act
(624/2006, as amended, the “Finnish Companies Act”) are available during the
Subscription Period at the Company's head office, address: Teollisuuskatu 1b,
FI-00510 Helsinki, Finland.
Governing law
The Offering will be governed by the laws of Finland and any disputes arising in
connection with the Offering will be settled by a court of competent
jurisdiction in Finland.
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