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:
Ratified:
Entry into force:
Supersedes:
2.1.13, 3.1.11, 3.1.12,3.1.13, 3.1.14, 3.1.19 and
3.1.20
29 April 2015
30.4.2015
the Decision in force as of 2 February 2015
Euroclear Finland Ltd – Decision of CEO
Unofficial translation
CONTENTS
1.
SCOPE OF APPLICATION .................................................................. 4
1.1.
General scope of application .......................................................... 4
1.2.
Issues and corporate actions implemented in Euroclear Finland’s bookentry system ......................................................................................... 4
1.3.
Incorporation of physical securities into the book-entry system .......... 6
2. PURPOSE AND AIM OF THE DECISION ............................................. 6
3. APPLYING TO BECOME AN ISSUER IN THE BOOK-ENTRY SYSTEM .... 6
3.1.
General provisions for applying permission ...................................... 6
3.2.
Special provisions applicable to issuers of FDRs................................ 7
3.3.
Special provisions applicable to issuers of fund units ......................... 7
3.4.
Special provisions applicable to issuers of shares or stocks in
cooperatives .......................................................................................... 8
4. APPLYING FOR ISSUE PERMISSION ................................................. 8
4.1.
General provisions for applying for issue permission ......................... 8
4.1.1.
Preparing an issue ................................................................. 8
4.1.2.
Information to be included in the issue application ..................... 9
4.2.
Additional system- and security type-specific requirements ............... 9
4.2.1.
Debt-rated instruments on Infinity ........................................... 9
4.2.2.
Shares, guarantee shares and securities entitling to shares in the
OM system ........................................................................................10
4.2.3.
Debt-rated book-entries and FDRs in the OM system .................10
4.2.4.
Fund units in the OM system ..................................................11
4.2.5.
Shares and stocks in cooperatives and securities relating thereto in
the OM System ..................................................................................11
4.2.6.
Continuous issue permission for warrants, bonds and on the OM
system 12
4.3.
Provisions on the minimum terms and conditions ............................12
4.3.1.
FDRs ...................................................................................12
4.3.2.
Warrants .............................................................................13
4.3.3.
Fund units ...........................................................................14
5. PROVISION FOR ERROR SITUATIONS IN CONNECTION WITH AN
ISSUE IN THE OM SYSTEM .................................................................... 14
6. RESPONSIBILITIES OF THE PARTIES IN CONNECTION WITH ISSUES
AND CORPORATE ACTIONS ................................................................... 15
6.1.
Responsibilities of the issuer .........................................................15
6.2.
Responsibilities of the issuer’s manager in the OM system ................16
6.3.
Issuer agent in the OM System .....................................................17
6.3.1.
The status of an issuer agent .................................................17
6.3.2.
The responsibilities of an issuer agent .....................................17
6.4.
Issuer agent on Infinity ................................................................18
6.5.
The tasks of the clearing party of the issuer agent and the customer .19
6.6.
Euroclear Finland’s responsibilities .................................................19
6.7.
Euroclear Finland responsibilities on Infinity....................................20
6.8.
Responsibilities of an account operator ..........................................20
6.9.
Special responsibilities relating to the administration of FDRs ...........20
6.10.
Special responsibilities relating to the administration of warrants ...21
6.11.
Special responsibilities relating to the administration of shares in
cooperatives .........................................................................................22
6.12.
Special responsibilities and provisions relating to the redemption of
minority shares .....................................................................................23
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6.13.
Creditors’ meeting....................................................................23
6.14.
Establishing a limited company directly in the book-entry system ..24
7. EXCEPTIONAL PROCEDURES; NEGOTIATION PROCEDURE .............. 25
7.1.
Responsibilities of the issuer’s manager .........................................25
7.2.
Euroclear Finland’s responsibilities .................................................26
8. TRANSMISSION OF SUBSCRIPTION INFORMATION IN CONNECTION
WITH CORPORATE ACTIONS AND ISSUES TO THE OM SYSTEM ............. 26
9. CONFIDENTIALITY ......................................................................... 26
10.
TIME SCHEDULE FOR TEMPORARY SHAREHOLDER REGISTER ..... 27
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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 2.1.13 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 3.1.1 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.
1.2.
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
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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
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
1.3.
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);
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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.
3.2.
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.
3.3.
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.
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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 6.3.
4.
Applying for issue permission
4.1.
General provisions for applying for issue permission
4.1.1.
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 11.00 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 3.1.13 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.
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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.
4.1.2.
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.
4.2.
Additional system- and security type-specific requirements
4.2.1.
Debt-rated instruments on Infinity
.
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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.
4.2.2.
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.
4.2.3.
Debt-rated book-entries and FDRs in the OM system
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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.
4.2.4.
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.
4.2.5.
Shares and stocks in cooperatives and securities relating thereto in the
OM System
In addition to the information mentioned in point 4.1.2 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 6.3
2. 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.
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4.2.6.
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 3.1.14 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.
4.3.
Provisions on the minimum terms and conditions
4.3.1.
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;
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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.
4.3.2.
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;
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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.
4.3.3.
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
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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
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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.
6.2.
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.
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6.3.
Issuer agent in the OM System
6.3.1.
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.
6.3.2.
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 6. 10.
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If an issuer agent has been appointed to carry out some other
corporate action event, it shall have the before mentioned
responsibilities.
6.4.
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
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

6.5.
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.
6.6.
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
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
6.7.
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.
6.8.
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.
6.9.
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:
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



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.
6.10.
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
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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.
6.11.
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.
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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.
6.13.
Creditors’ meeting
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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.
6.14.
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
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Finland’s price list valid at any given time for the company’s first
financial year and at least for a minimum of one year. Collateral is not
refunded if establishment of the company lapses or if the company is
not registered with the Trade Register within one (1) month of the date
given in the application. Collateral can be returned to the issuer upon
its application in accordance with Euroclear Finland’s consideration.
7.
Exceptional procedures; negotiation procedure
7.1.
Responsibilities of the issuer’s manager
If an issue or a corporate action deviates from the operational models
implemented in the book-entry system, the issuer, the issuer agent or
other manager acting on behalf of the issuer shall negotiate the
exceptional procedures and special features with Euroclear Finland.
The responsibilities of the issuer or the issuer’s manager are:
 to negotiate the exceptional procedures and the special features
with Euroclear Finland well in advance. If possible, negotiations shall
be initiated before the issuer’s Board of Directors proposes the issue
or corporate action to the General Meeting of Shareholders or
decides upon such issue or corporate action based on an
authorisation from the General Meeting of Shareholders.
 to negotiate the exceptional procedures and the special features
with all account operators and, where necessary, other parties. If
the negotiations take place prior to the announcement of the issue
or corporate action, the issuer need not be announced unless there
is a special reason to do so.
Deviation from the operational models usually requires extra work and
system changes as well as additional costs. The parties endeavour to
carry out the necessary extra work and system changes based on the
information obtained from the issuer, issuer agent or other manager.
Realization of the extra work and system changes within the envisaged
time schedule for the issue requires the negotiation procedure to be
initiated as early as possible and to allow the extra work and system
changes to be implemented within the envisaged schedule by applying
the technical and other resources in use by the Parties without
significantly inconveniencing the Parties or their business. Negotiations
in respect of exceptional procedures shall be initiated prior to deciding
the time schedule for an issue or a corporate action.
To ensure the reliable and secure operations of the book-entry system,
Euroclear Finland shall be entitled to reject an action if


Euroclear Finland considers the negotiation procedure has been
initiated too late;
if the action cannot be carried out in the book-entry system
within the envisaged time schedule;,
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


7.2.
if there are insufficient technical or other necessary resources
available;,
if Euroclear Finland considers the extra work or system changes
necessary to implement the action cannot be carried out
without causing excessive inconvenience to Euroclear Finland or
the Parties of the book-entry system or
if Euroclear Finland considers the action otherwise cannot be
implemented in a sufficiently reliable way.
Euroclear Finland’s responsibilities
If an issue or a corporate action is implemented using exceptional
procedures, the responsibilities of Euroclear Finland are:
 to plan the exceptional procedures and the time schedule together
with the issuer agent or other manager and other parties as
required.
 to endeavour to carry out the special measures and system
changes.
 to approve the exceptional procedures referred to in section 7.1
and the extra work and system changes arising from the
procedures.
8.
Transmission of subscription information in connection with
corporate actions and issues to the OM system
In connection with issues and corporate actions carried out in the OM
system, issuer agent may transmit registration applications to other
account operators or their agents. The issuer agent may even use other
account operators or their agents for this purpose. When subscriptions
are executed through HEXClear system subscription payments have to
be brought to HEXClear’s sub-accounting by using a payment reference
so that the payment cannot be netted with payments of trades.
9.
Confidentiality
Information relating to an issue or a corporate action to be
implemented as referred to in this Decision shall, until the issuer has
published the information, constitute insider information as referred to
in Section 12, Subsection 2 of the Securities Markets Act (746/2012).
Even thereafter the information shall be public only to the extent
published by the issuer. The statutory confidentiality of an account
operator, a member of a body of Euroclear Finland and the persons in
the service of the above units, is legislated in Section 8, Subsection 2 of
the Act on the Book-Entry System and Clearing Opeartions.
Carrying out of the responsibilities referred to in this decision does not
always require disclosure of the issuer. If the project has not been
published and the responsibilities in accordance with this decision can
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be met without disclosing the issuer, the issuer agent or other manager
need not disclose the issuer it represents. If the issuer agent or other
manager has not disclosed the issuer, it shall be responsible for all of its
actions primarily in accordance with the principles applicable to indirect
representation. Sufficient information for the book-entry system
regarding the scope of activity of the issuer, its home state and any
special features relating to the treatment of shares, shares in
cooperatives, option loans, option rights, FDRs and convertible loans
issued by the issuer shall, however, be submitted. The applications in
accordance with this decision cannot be filed without disclosing the
issuer.
10.
Time schedule for temporary shareholder register
Share or guarantee share issuer shall decide that deadline for the
notification as referred to in the Companies Act, Chapter 4, Section 2,
Subsection 2 is at 10:00 on the third register day preceding the date of
the general meeting. The nominee registration custodian or the party
authorised by the custodian must provide the notification referred to in
the Companies Act, Chapter 4, Section 2, Subsection 2 to the Euroclear
Finland no later by above-mentioned deadline.
The CEO of Euroclear Finland may, upon application, grant an exception
on above-mentioned deadline, for a special reason and in the event
application has been submitted early enough. Such an exception is
granted separately for each general meeting. Euroclear Finland will
inform on exceptional deadline to account operators. The nominee
registrations custodian or the party authorised by the custodian shall in
such case give the above-mentioned notification by this separately
defined deadline.
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