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Corporate Governance

Articles of Association

The Articles of Association of Nanoform may be found here in English and here in Finnish.

Obligations to notify the change of holdings and to purchase shares in the Company

Nanoform’s Articles of Association contain, among other, an obligation to the shareholders to (i) notify the Company if their shareholding, directly or indirectly, reaches, exceeds or decreases certain thresholds and (ii) make an offer to purchase all other shares and options issued by the Company if the shareholding exceeds certain thresholds.

Notification on the change of holdings in accordance with Section 11 of the Articles of Association
The Articles of Association of Nanoform include an obligation for its shareholders to notify the Company if such shareholders’ holding of voting rights in the Company directly or indirectly reach, exceed or decrease below 5%, 10%, 15%, 20%, 25%, 30%, 50%, 2/3 and 90% of the total voting rights of the Company. The obligation to notify applies only in respect of shares and voting rights thereof and other financial instruments referenced in Chapter 9 Sections 6, 6a and 6b of the Finnish Securities Markets Act (746/2012) shall not be taken into account when applying the above-mentioned thresholds.

For more information on the obligation to notify the Company and the notification process, please see the Company’s Articles of Association.

Obligation to purchase shares in accordance with Section 12 of the Articles of Association
The Articles of Association of Nanoform include an obligation for its shareholders to make an offer to purchase all the other shares issued by the Company, and options, which entitle the holder to new shares in the Company, from the other shareholders and holders of such options if either alone or together with other persons such shareholders’ holding of voting rights in the Company exceed three tenths (3/10) or one half (1/2) of the voting rights of the Company.

For more information on the obligation to purchase shares and the tender process, please see the Company’s Articles of Association.

Questions and Answers relating to the Sections 11 and 12 of the Company’s Articles of Association

How is the change of holdings of Section 11 of the Articles of Association interpreted in the light of Chapter 9 Section 5 of the Finnish Securities Markets Act (746/2012)?
The thresholds of notifying the change of holdings derive from Chapter 9 Section 5 of the Finnish Securities Markets Act (746/2012).

How is non-compliance with the Section 11 of the Company’s Articles of Association sanctioned?
In the event that the shareholder fails to comply with the obligation to notify the Company of change of holdings in accordance with Section 11 of the Articles of Association, the shareholder is entitled to exercise only the voting rights conferred by the shares that were held by the shareholder before the change in his/her holdings of shares occurred.

How is non-compliance with the Section 12 of the Company’s Articles of Association sanctioned?
In the event that the shareholder fails to comply with the obligation to make an offer to purchase all other shares and options in the Company, the shareholder is entitled to exercise only that number of votes conferred by the shares held by the said shareholder that at the most does not amount to or exceed the lowest threshold that would trigger the obligation to make an offer, i.e. three tenths.

Enforcement of the obligation to purchase shares in accordance of the Articles of Association of the Company will be the sole responsibility of the Board of Directors of the Company and no securities market authority is responsible for overseeing the enforcement.

Who can I contact on questions relating to Sections 11 and 12 of the Company’s Articles of Association?

Documents