Restricted shares and consent procedure
The acquisition of restricted shares requires the consentof the Board of Directors (Section 7 of The Articles of Association). The consentis required even if the assignee already has restricted shares registered on his/her name.
The consent is not required if the share has been transferred through on inheritance, a will or marital right or if the share has been acquired through executive auction or from a bankrupt's estate.
The approval must be given if the share recipient is a natural person whose primary occupation is farming. If the approval is not given, the Board of Directors must convert the assigned restricted share into a free share.
In the book-entry system, the restricted shares whose owner has changed are always entered on the waiting list in the new owner's name. This procedure is followed regardless of the way the restricted shares in question were acquired or whether the new holder already owns restricted shares entered on the shareholder register. Such restricted shares entered on the waiting list as a result of a change of ownership will retain on the waiting list until they are either entered as restricted shares on the shareholder register following consent, assigned further to a new owner or converted into free shares.
Granting of consent always concerns only the acquisition and the number of shares identified in the application. Thus, any other or following acquisitions regarding restricted shares by the same person require a separate consent application, which starts a new consent procedure.
In case restricted shares have been obtained by inheritance, a will or matrimonial right to property or through executive auction or from a bankrupt's estate, the company shall be given an adequate description on this acquisition. Subsequently, the company notifies Euroclear Finland Oy, which maintains the list of owners, that the restricted shares in question may be entered on the shareholder register. In this case, entry on the shareholder register naturally requires that the restricted shares in question also in the previous owner's name were registered on the shareholder register.
To initiate the consent procedure is the new owner's duty and entirely at his/her discretion. The procedure is started by preparing and delivering an application on the matter to the company's Board of Directors. The Company has prepared a form for this purpose, but the consent application may also be freeform. The application must be accompanied by documents with which the applicant wishes to demonstrate that he/she meets the requirements needed for granting the consent.
Consent matters are prepared by Ms Eeva Hellsten (e-mail: eeva.hellsten at raisio.com) to whom the applications may be sent and who answers questions regarding the procedure.