General terms and conditions of Aktsiaselts (Public Limited Company) Tallink Grupp Finnish share depositary receipts

Transcription

1 General terms and conditions of Aktsiaselts (Public Limited Company) Tallink Grupp Finnish share depositary receipts 1. General Aktsiaselts (Public Limited Company) Tallink Grupp (hereinafter, the Company ) has appointed Nordea Bank Abp as issuer (hereinafter the Issuer ) of the Company s share depositary receipt (hereinafter Depositary Receipt or FDR, Finnish ISIN FI ) in Finland and to keep in custody the Company s underlying ordinary shares (ISIN EE , trading identity TAL1T) corresponding to the Depositary Receipts (hereinafter Shares ) for the account of holders of the Depositary Receipts in its appointed subcustodian in Estonia (hereinafter the Custodian Bank ) in accordance with the General terms and conditions (the "Terms and Conditions ). The purpose of the arrangement is to enable listing of the Company s Shares on the main list of Nasdaq Helsinki Ltd (hereinafter Nasdaq Helsinki ). These Terms and Conditions are in force as of 8th of October Description of the Depositary Receipt The Depositary Receipts are issued in the Finnish book-entry system. One Depositary Receipt entitles its holder to one Share of the Company, and it may be converted into one Share of the Company according to these Terms and Conditions. A number of the Company s Shares corresponding to the number of the outstanding Depositary Receipts are held in custody by the Custodian Bank in Estonia in the name of the Issuer and for the account of the FDR holders. A Depositary Receipt is a form of right that has been issued as a book-entry in accordance with Chapter 5 of the Finnish Act on Book-Entry System and Settlement (348/2017, as amended) and registered into the Finnish book-entry system. A Depositary Receipt is a security as defined in Chapter 2, Section 1, subsection 1 of the Finnish Securities Markets Act (746/2012, as amended). The rules and regulations of Euroclear Finland Ltd (hereinafter Euroclear Finland ), which is operating the Finnish book-entry system, include general provisions regarding Finnish share depositary receipts. 3. Description of the Company and the Shares of the Company The name of the Company is Aktsiaselts (Public Limited Company) Tallink Grupp, register number: , with legal domicile Estonia, address Sadama 5/7, Tallinn. The Company s share capital on 31 December 2017 was EUR 361, 736, 302 and the amount of Shares was 669,882,040. According to the Articles of Association of the Company ( Articles ), the Company s shares may be issued in ordinary shares only. Each ordinary share entitles its holder to one (1) vote at the Company s General Meeting of Shareholders. The Shares represented by Depositary Receipts are ordinary shares. As of 1 January 2018, all outstanding shares of the Company were ordinary shares. The share structure is described in more detail in the Articles at any time in force. It should be noted that these Terms and Condition concern only the underlying ordinary shares (ISIN EE , trading identity TAL1T). Further information on the Company is available at the Company s website The Shares are traded in Estonia on Nasdaq Baltic, and, in the form of Depositary Receipts, in Finland on Nasdaq Helsinki. 4. Issuer The Issuer of the Depositary Receipts is Nordea Bank Abp, business identity code , address Satamaradankatu 5, Helsinki, FI NORDEA. 5. Custodian Bank and book-entry system 5.1 The Shares are registered in the Estonian book-entry system by the Custodian Bank, which is an account operator in Estonia. The Shares are kept in custody in the name of the Issuer as nominee-registered shares for

2 the account of the FDR holders and deposited in a separate book-entry account. The Shares are kept separate from the assets of the Custodian Bank and of the assets of the Issuer. 5.2 Depositary Receipts are registered as book-entries in a book-entry account managed by a Finnish account operator chosen by the FDR holder. 6. Trading of the FDRs on Nasdaq Helsinki 6.1 Subject to approval of Nasdaq Helsinki, trading of the Company s FDR will take place on Nasdaq Helsinki. 6.2 Safekeeping and settlement of Depositary Receipts will take place in the Finnish book-entry system. No physical certificates will be issued for a Depositary Receipt. 7. FDR Holder 7.1. The owner of a Depositary Receipt is deemed to be the person or entity entered into the register of FDR holders held by Euroclear Finland pursuant to Chapter 4, section 3 of the Finnish Act on the Book-Entry System and Settlement. 7.2 A custodian, a bank and an asset manager who is entered into the register of FDR holders shall be subject to the provisions concerning nominee registration pursuant to Chapter 4, section 4 of the Act on the Book- Entry System and Settlement and to the provisions concerning custodial nominee accounts pursuant to Section 5a of the Finnish Act on Book-Entry Accounts (827/1991, as amended). 8. The Issuer s right to obtain and furnish information 8.1. Without prejudice to the secrecy provisions pursuant to Chapter 8, section 1 of the Act on the Book-entry System and Settlement which apply to book-entries, the Issuer shall have the right to obtain information on the FDR holders according to the same principles as an issuer of shares in a Finnish company whose shares have been entered into the book-entry system has the right to obtain information on shareholders. 8.2 The Issuer may request and obtain the information referred to above in Section 8.1. from an account operator and/or Euroclear Finland. 8.3 Each FDR holder is responsible for furnishing the account operator with information on his, her or its identity, identification, country of taxation and other required information or documentation in accordance with applicable legislation. 8.4 An account operator shall have the right, upon the Issuer s request, to furnish the Issuer or Euroclear Finland with information concerning the FDR holder s identity, identification, country of taxation and other required information, in accordance with the provisions of statutes or decisions of Euroclear Finland and applicable legislation. 8.5 The Issuer and the Company are free from liability vis-a-vis public authorities and other parties to the extent that they have not received correct and sufficient information on the FDR holder from the account operator or Euroclear Finland in order for the Issuer or the Company to be able to fulfill its obligations. 9. Personal data processing term 9.1. The data controller under these Terms and Conditions is the Issuer (Nordea Bank Abp, business identity code , address Satamaradankatu 5, Helsinki, FI NORDEA) For the purpose of enabling the listing of the Company s Shares on the main list of Nasdaq Helsinki and for the purpose of fulfilling its obligations under the Terms and Conditions, the Issuer needs to process certain personal data about the FDR holders (hereinafter the data subjects ). This section includes the Issuer s personal data processing terms under these Terms and Conditions The main legal act that the Issuer follows when processing personal data according to the Terms and Conditions is Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter the GDPR ) and terms in this section are used as defined in the GDPR.

3 9.4. The personal data the processed under these Terms and Conditions include the following categories of data: full name, date of birth or personal identification code, address or residency, number of FDR s, bank account details The Issuer processes the personal data about the data subjects under these Terms and Conditions for following purposes: when the processing is necessary for the performance of these Terms and Conditions to which the data subject is a party (legal basis for data processing: GDPR art 6-1-(b)); when the processing is necessary for compliance with a legal obligation to which Issuer is subject (legal basis for data processing: GDPR art 6-1-(c)); when the processing is necessary for the purposes of the legitimate interests pursued by the Issuer or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject (legal basis for data processing: GDPR art 6-1-(f)) The Issuer needs to share personal data with certain data recipients. Processing activities by a third party processors shall always be governed by a personal data processing contract, ensuring the security of personal data. Under these Terms and Conditions, the personal data can be shared with following recipients: authorities (such as law enforcement authorities, bailiffs, notary offices, tax authorities, supervision authorities and financial intelligence units); Company and Custodian Bank according to Section 8 of these Terms and Conditions; third parties maintaining registers (such as to Nasdaq CSD, Euroclear Finland, or other commercial registers, securities registers); external service provider offering General Meeting services in relation to the General Meetings of the Company; participants and/or parties related to domestic, European and international payment systems, such as SWIFT; auditors, legal and financial consultants, or any other processor authorized by the Issuer The Issuer processes personal data only within the European Union/European Economic Area (EU/EEA) To protect the personal data from unauthorized access, unlawful processing or disclosure, accidental loss, modification or destruction, Issuer uses appropriate technical and organizational measures that comply with applicable laws. These measures include but are not limited to the implementation of appropriate computer security systems, protection of paper and electronic format files by technical and logical means, controlling and limiting access to documents and buildings Personal data is retained in accordance with the applicable laws and no longer than it is necessary. Personal data collected under these Terms and Conditions is retained until the termination of these Terms and Conditions by the data subject and until the end of the limitation periods for the claims under these Terms and Conditions, i.e. for 3 years The Issuer ensures all data subjects' rights under applicable law. The data subjects have the following rights: Right of access: data subjects have a right to ask whether or not the Issuer has personal data about them and, if that is the case, request information on what personal data the Issuer has. The Issuer will also have to respond to questions about inter alia why we are using personal data, details about what data we have and to whom we have provided access to the data. However, this is not an absolute right and the interests of other individuals may restrict the access rights Right to rectification: data subjects have a right to request the rectification of their personal data.

4 Right to erasure (right to be forgotten): data subjects have a right to request that the Issuer deletes personal data concerning the data subject. However, this is not an absolute right and when the Issuer has a valid legal basis for processing the personal data, the Issuer is not required to comply with the request Right to restriction of processing: data subjects have a right to request the Issuer restricts the use of personal data concerning the data subject Right to data portability: data subjects have a right to request to receive their personal data to which the Issuer has access, in a structured, commonly used and machine-readable format and to transmit those data to another controller, when this is technically possible Right to object: data subjects have a right to object to personal data processing Right to lodge a complaint: if data subject believes that his/her rights have been infringed, data subject may contact and lodge a complaint to the supervisory authority applicable for his/her jurisdiction (ESTONIA: Data Protection Inspectorate in Estonia, address Väike-Ameerika 19, Tallinn 10129, Estonia, info@aki.ee; FINLAND: Data Protection Ombudsman's Office, Postal address: PL 800, Helsinki, Finland / Visiting address: Ratapihantie 9, 6 th floor, Helsinki, Finland; tietosuoja@om.fi, tel ) If the data subject has any questions or concerns regarding how the Issuer processes his/her personal data, or if the data subject wishes to exercise any of his/her rights as the data subject, the data subject can contact the Issuer. Contact details for any privacy related questions or requests are following: customer service phone number ; Data Protection Officer of the Nordea Group: dataprotectionoffice@nordea.com, address: Nordea, Group Data Protection Office, Tietosuojavastaava, Satamaradankatu 5, FI Nordea, Finland. 10. Conversion of the Shares and the Depositary Receipts 10.1 A person or entity owning the Company s Shares may convert the Company s Shares into Depositary Receipts by giving the Issuer and eligible account operator (who shall contact the Issuer) an order to this effect. The eligible account operator shall always provide the Issuer with information and instructions concerning such conversion An FDR holder may convert Depositary Receipts into the Shares by giving both the Finnish account operator with whom the Depositary Receipts are registered in a book-entry account and the eligible account operator (who shall contact the Issuer) an order to this effect. The eligible account operators shall always provide the Issuer with information and instructions concerning such conversion Conversion pursuant to Sections 10.1 and 10.2 is conditional upon the fact that all obligations of the Company s shareholder/fdr holder towards the Company / the Issuer in respect of the Shares/Depositary Receipts to be converted have been fulfilled and no settlement is pending. Conversion of the Company s Shares into Depositary Receipts or vice versa is conditional upon the fact that the Company s Shares/Depositary Receipts to be converted are free of encumbrances, pledges, collaterals and other legal obstacles. When all the obligations are fulfilled, the Issuer uses it reasonable efforts to convert on the same day The Issuer shall have the right to charge the Company s shareholder/fdr holder for any fees, costs and expenses arising in connection with conversion of the Depositary Receipts/Shares in accordance with its price list valid at any given time, including potential costs arising from the conversion and charged from the Issuer by foreign banks The Issuer can decline to carry out a requested conversion, or postpone it, in the event that the Depositary Receipts cannot be operated in the book-entry system if, for instance, a party participating in the conversion process in Finland or Estonia is unable to operate or if the Issuer for other reasons, for example, in a situation involving a disturbance in the execution of trades, considers the declining or postponement necessary or if the is any other reason the Issuer determines relevant acting in good faith The Issuer will not register a fraction of a Share or FDR in its custody for the holders of the Depositary Receipts.

5 11. Transfer and assignment measures relating to the Shares No pledges, transfer restrictions or other encumbrances may be registered on the Shares. Any encumbrances or pledge shall be registered on the Depositary Receipts in the Finnish book-entry system in accordance with the Act on Book-Entry Accounts. 12. Record Date The Issuer will decide a record date determining the right of the FDR holders to participate in a General Meeting, to receive dividends as well as to obtain pre-emptive subscription rights and other rights and participate in other corporate actions. When deciding the record dates for FDR holders, the Issuer shall seek to follow the record dates decided by the Company for the Company s Shares. The record date will be published in accordance with Section 17 below. 13. Distribution of dividend and other distribution of profit 13.1 The dividend on the Shares represented by the Depositary Receipts shall be paid by the Company to the Issuer through Nasdaq CSD and the Custodian Bank in accordance with the respective decision of the Company s General Meeting and applicable legislation Based on the information and instructions from the Company (directly or via Nasdaq CSD or the Custodian Bank), the Issuer shall take care of distribution of the dividends on the Shares represented by the Depositary Receipts received from the Company to the FDR holders in proportion to their holding on the record date determined and announced by the Issuer The Issuer receives the dividends from the Company in Euros and the dividends will be paid to the FDR holders in Euros The Issuer will decide the record date of the dividend distribution on the Depositary Receipts, as well as the date of payment, always separately for each dividend distribution. The payment date will be determined taking into account applicable statutes and decisions of Euroclear Finland and other applicable legislation Dividends on Depositary Receipts will be paid on the basis of ownership on the record date to the cash account designated for the book-entry account of the FDR holder on the basis of the information in the bookentry account. The payable amount per Depositary Receipt may be rounded down, if necessary, to the nearest cent. The payable amount shall be paid in two decimals The dividend shall be paid, pursuant to Section 29 of the Act on Book-Entry Accounts, to the FDR holders who, according to the list of FDR holders maintained at Euroclear Finland, are entitled to receive the payment on the record date The Custodian Bank or Nasdaq CSD will withhold any applicable withholding tax or other possible taxes related to the underlying Shares represented by the Depositary Receipts in accordance with information known about a specific FDR holder (e.g. his/her legal status and tax residence) and in accordance the domestic law of Estonia and any relevant tax treaty, if applicable. If the FDR holder is a legal person holding FDRs through a nominee account, the withholding tax could be avoided if the identity of the legal person is made available to the Custodian Bank or Nasdaq CSD SE prior to the dividend payment. A legal person FDR holder holding FDRs through a nominee account can also reclaim any excess tax withheld from its dividends after the dividend payment if it reveals its identity to the Custodian Bank or Nasdaq CSD SE. If the FDR holder (directly or through a nominee account) is an individual entitled to a lower withholding tax rate under a tax treaty Estonia has concluded with the residence country of the individual, the lower withholding tax rate can be applied if the FDR holder presents his/her residency certificate to the Custodian Bank or Nasdaq CSD SE prior to the dividend payment. The individual FDR holder can also reclaim any excess tax withheld from his/her dividends after the dividend payment if he/she presents a residency certificate to the Custodian Bank or Nasdaq CSD SE Before the payment of the dividend the Issuer shall have the right to deduct any other potential taxes, fees, charges and costs (including but not limited to costs relating to possible currency conversions) in accordance with Finnish and Estonian legislation, which are to be paid by the FDR holders Should the distribution of profit by the Company be in any other form than money and it is not lawful or technically feasible to implement the distribution of such a profit in accordance with the decision by the

6 Company to the FDR holders the same way as for the Company s shareholders, the Issuer shall have the right to compensate the FDR holders in cash (if feasible under the legislation of the FDR holder).and any action (including but not limited to disposal of securities or other assets) by the Issuer to so compensate the FDR holders shall be effected in a timely manner and at fair market value The FDR holders will be informed of the procedure relating to the proposed profit distribution in accordance with Section 17 below. 14. General Meetings of the Company 14.1 The notice of the General Meetings of the Company shall be published as stated in the Articles and applicable legislation In connection with the notice, at least the information required by the Estonian Commercial code (in Estonian äriseadustik) and the Articles and procedural instructions concerning the final deadline for and means by which an FDR holder shall make a notification to the Company, in order to be able to participate in the General Meeting and to exercise his or her voting rights there shall be provided. 15. The Company s decisions and other materials The FDR holders are entitled to receive information or documents supplied by the Company, which affect the position of the FDR holders in accordance with the applicable legislation and information what would otherwise be provided to the holders of the Shares. Information is available and published via Nasdaq Helsinki, Nasdaq Baltic or on the Company s web site Corporate actions and changes affecting the Company s Shares and Depositary Receipts 16.1 The Company shall in advance, to the extent that it is legally and practically viable, inform the Issuer of its plans concerning any corporate actions. If such corporate action affects Depositary Receipt or the FDR holders, the Company shall agree with the Issuer how such corporate action is executed as regards to the FDR holders. The Issuer will implement corporate actions taken or to be taken by the Company affecting the Depositary Receipts or the FDR holders in accordance with the relevant decision of the Company, provided that: such actions are possible in accordance with Finnish legislation, and the Finnish book-entry system and Issuer s systems typically used to process such actions enables such actions to be carried out in accordance with the Company s decision The Issuer shall decide the record date for the Depositary Receipts with regard to each corporate action case by case, taking into account compelling provisions and regulations included in applicable legislation. The right to receive a payment or other remittance in each corporate action belongs to the FDR holders who have been registered in the register of the FDR holders at Euroclear Finland on the record date In case any corporate action taken or to be taken by the Company would result in FDR holders being entitled to a fraction of a share, the Issuer is entitled to dispose of the fractions and pay the proceeds to the FDR holders after deducting any taxes, charges, fees and costs as soon as reasonably possible The Issuer shall have the right to carry out the Company s corporate actions and other measures related to the Shares or the Depositary Receipts or the FDR holders by choosing thereto the most technically appropriate and reasonable way Bonus issue, stock split and combination of shares The Issuer will attend to that in a bonus issue decided by the Company Depositary Receipts corresponding to the new shares related to the Shares will be recorded in the book-entry accounts of the FDR holders as well as handle any measures required for carrying out a stock split and combination of Shares according to the schedule decided by the Issuer Rights issue (including but not limited to shares, capital loans, share options, bonds with warrants, convertible bonds)

7 In the event that the Shares are entitled to a subscription right in a rights issue, or if the Company s offer or other type of action affects the FDR holders, information concerning such actions will be provided to the FDR holders in accordance with Section If it is, for substantial practical or technical reasons, not possible to enable the FDR holders to participate in a corporate action referred to above in Section , the Issuer has the right to sell the rights attached to the Shares and pay the proceeds to the FDR holders after deducting possible taxes, charges, fees and costs in accordance with provisions, as applicable, concerning the distribution of dividends, as set out above Other corporate actions The Issuer and the Company will separately agree on carrying out other corporate actions in respect of the Depositary Receipts Information on the realization of any corporate actions shall be published pursuant to Section Exchange of FDRs to Shares in case of a listing of Shares directly at Nasdaq Helsinki In case the Company has made a decision to apply for its Shares to be directly listed on Nasdaq Helsinki and Nasdaq Helsinki has made a decision to approve the listing of the Shares on Nasdaq Helsinki, the Company shall have the right to require that the FDRs are exchanged into Shares listed directly in Nasdaq Helsinki (hereinafter in this section 16 Helsinki listed Shares to separate such Shares from Shares listed in Estonia) and such Helsinki listed Shares shall be registered in the book-entry accounts of the FDR holders instead of the FDRs. The Company shall separately agree on with the Issuer on such exchange process The exchange of FDRs into Helsinki listed Shares shall be carried out in accordance with these Terms and Conditions, the applicable laws, rules and decisions as well as instructions of Euroclear Finland and will be subject to the Company carrying the costs related to such conversion Upon such exchange, the FDRs shall be replaced by the Helsinki listed Shares, these Terms and Conditions shall cease to apply and the Issuer shall be released from their obligations under these Terms and Conditions To secure an orderly exchange of FDRs into Helsinki listed Shares, the Issuer may decline conversion in accordance with Section Information The FDR holders shall be informed of all matters relating to the Shares, Depositary Receipts or these terms and conditions including changes thereto at the same manner as the information is generally published to the shareholders of the Company, e.g. by stock exchange releases, press releases or placing such information on the Company s web site. 18. Amendments to the Terms and Conditions The Issuer together with the Company shall have the right to amend these terms and conditions if so required by applicable legislation, decisions or regulations of the authorities or by the statutes or decisions of Euroclear Finland, or, if the amendment is in the Issuer s opinion otherwise necessary. 19. Delisting of the Company s Shares 19.1 If the Company decides to delist the Company s shares from Nasdaq Baltic or Depositary Receipts from Nasdaq Helsinki or if quotation in either case ends for some other reason, the Issuer shall have the right to terminate custody of the Shares. The termination will be accomplished by sending a notification by mail to the FDR holders, as well as providing information in accordance with Section 17 above If the Company decides to delist or if quotation ends for some other reason, the Issuer shall act in such process in good faith and follow the decisions made by the Company regarding such process and the FDRs. Ultimately and if required in such process, the Issuer shall also have the right to sell the Shares and distribute the proceeds of the sale to the FDR holders.

8 19.3 The FDR holders shall have the right to withdraw the funds for a period of 3 years from the sale of the Shares. The proceeds which have not been withdrawn within the above period shall be credited to the Company. 20. Change of Issuer In the event that the Company decides to change the Issuer or if the Issuer for substantial reasons terminates the agreement between the Company and the Issuer concerning the issuance of Depositary Receipts, the Issuer will transfer the Shares which are kept in its name on behalf of FDR holders in the Custodian Bank, together with all the duties according to the present terms and conditions to the new issuer designated by the Company, according to a schedule to be agreed separately between the Issuer and the Company. The Issuer shall be responsible for the fulfillment of obligations incurred under these Terms and Conditions prior to the transfer. The FDR holders shall be notified of the change in accordance with Section 17 above. 21. Limitation of liability 21.1 The Issuer is not liable for any damages provided that there is no negligence, fraud or willful misconduct in carrying out its duties. In no event is the Issuer liable for a) any indirect or consequential losses, damages, expenses or costs (including but not limited to loss of profits), b) losses, damages, expenses or costs incurred by any third party or Subcustodian and c) losses, damages, expenses or costs incurred as a result of the performance, non-performance, advice, system failure or insolvency of any CSD or other depository or clearing organisations The Issuer is not responsible for any damage, expense, cost or loss arising due to force majeure event affecting the Issuer s operations. The Issuer shall notify the FDR holders of a circumstance of force majeure affecting either the Issuer or the Company. The announcement may be made in accordance with Section 17 above and if it is not possible, in the best practicable manner as deemed by the Issuer. 22. Governing law The Depositary Receipts and these terms and conditions will be governed by and construed in accordance with Finnish law. Any disputes relating to the Depositary Receipts or these terms and conditions will be settled in the Helsinki District Court.