- Purpose of The Agreement
These Terms determine the use of a management tool of Invesdor Services for keeping the Company’s share and shareholder register (Ownersportal). Invesdor Services Ltd (Service Provider) offers both the Company and its shareholders the Ownersportal software and services related to to it.
- Obligations and Liabilities of the Service Provider
- Service Provider commits to managing the share and shareholder registers carefully and in a reliable manner.
- Service Provider commits to keeping up-to-date share and shareholder registers of the Company at hand so that the Company can examine, download and print their registers at any given time.
- Service Provider also commits to keeping up-to-date information accessible for each shareholder regarding their holdings in client companies of Ownersportal.
- According to the Finnish Companies Act (Chapter 3, Section 17) everyone has the right to receive copies of the share and shareholder registers or parts thereof by compensating the expenses of the company. Invesdor Services commits not to disclose shareholder information to others, unless otherwise agreed or required by law. Invesdor Services also commits to disclose shareholder information in accordance with the mentioned regulations when it is required by law. It can be separately agreed that Invesdor Services may disclose shareholder information of the Company to parties who trade the shares of the Company or offer the shares on a secondary market.
- Invesdor Services commits to notifying the Data Protection Ombudsman of maintaining the register (Finnish Personal Data Act 22.4.1999/524, Section 36).
- According to the Finnish Companies Act, the Company is ultimately responsible of their share and shareholder register being up-to-date and flawless. With this Agreement, Invesdor commits to updating Invesdor Services commits to updating the registers at the request of the Company and provides the Company an access to the service to update the information. Invesdor Services also commits to updating the registers in situations where the need for update requirement is not communicated through the Company but the shareholders update their contact information themselves in the system or by other means notify Invesdor Services of the necessary update.
- Invesdor Services commits to recognizing those shareholders of the Company who are already in the systems of Invesdor Group, and avoiding the generation of multiple ownership data for one investor (“duplicates”).
- Liabilities of the Company
- At the onset of Ownersportal, the Company commits to deliver Invesdor Services up-to-date share and shareholder registers. After a transfer of a security listed in Ownersportal, the Company commits to approving the registers in such form in which they are presented in Ownersportal.
- The Company commits to providing Invesdor Services relevant information on mergers and acquisitions as well as other arrangements and changes that might affect share and shareholder registers.
- The Company commits to notifying all shareholders that may demand share certificates on the basis of the Finnish Companies Act (Chapter 3, Section 9), that in the future documents corresponding with the share certificate may be downloaded or printed from the Service Providers system when necessary. The Company also commits to authorize the Service Provider, or a party appointed by the Service Provider, to sign the share certificates on behalf of the Company.
- For the sake of clarity, it is stated that despite this Agreement, towards any third party, the board of directors of the Company is responsible for maintaining the share and shareholder registers in accordance with the Finnish Companies Act.
- Liabilities of Shareholders
- Each shareholder registered in the share and shareholder lists maintained in Ownersportal commits to primarily updating their personal information in the Service Provider’s system, and secondarily notifying the Service Provider or the Company of the change.
- Each shareholder also commits to inform the Company if their shares or a portion of them are transferred, to whom and the contact information of the transferee.
- The liability of Invesdor Services does not cover situations where information delivered to Invesdor Services by the Company or a shareholder is erroneous, inaccurate or inadequate. This exception also covers situations where the error appeared in the shareholder register accepted by the board of directors before onset of Ownersportal or after a share transfer.
- When notifying on changes in the shareholdings of the Company, it is considered adequate that the Shareholder provides necessary information about the change to either Invesdor Services or the Company. Hence, the liability of Invesdor Services does not cover situations where the Company has neglected conveying the information forward.
- Updating Contact Information
- Pricing and Payment Terms
- The Company commits on paying the remuneration as agreed in the Agreement on Ownersportal Service. VAT will be added to the price.
- The Shareholders are entitled to use the service without any additional fees.
- Service Provider has the right to change the pricing. The changes enter into force from the beginning of the next calendar year. Invesdor Services commits to informing the Company about the changes one month before the new pricing enters into force. If pricing is changed the Company has the right to terminate the Agreement with immediate effects. The notification on termination shall be delivered to Service Provider within two weeks after Service Provider has informed the Company about the changes in pricing.
- Term and Termination
- Except in a situation of price change (Chapter 7.3), both Parties can terminate the Agreement either if the Company’s shares will be incorporated in a book-entry system operated by an authorised central securities depository or in writing at any time with a 30 days’ notice. If the shares are entered into a book-entry system, the Agreement terminates at the beginning of the next calendar month. If the agreement is terminated, the Service Provider shall transfer the share and shareholder registers to the Company’s possession. The Company shall pay the Service fee until the termination date for any months that may not have been invoiced at the time of termination.
- If the agreement is terminated, Invesdor Services shall transfer the share and shareholder registers to the Company’s possession.
- A shareholder cannot terminate the Ownersportal agreement. The shareholders are bound by the duties and obligations of the Finnish Companies Act towards the Company.
- Other Provisions
Updating contact information of Shareholders in Ownersportal is always done either by the Shareholder in question or by the Service Provider. This is to ensure that the information of a shareholder is the same in all other share and shareholder registers that the Service Provider keeps for other companies that the shareholder may have holdings in, and that each shareholder have only one username in the Service Provider’s system.
Invesdor Services Oy is allowed to transfer this Agreement to its parent company Invesdor Oy (business ID 2468896-2) at any time without communicating the change to the Company or the shareholders of the Company.