INSTRUCTIONS FOR INVESTORS

OPR-Finance Oy (hereinafter “OPR-Finance” or “the Company”) decided on December 1, 2014 to launch a Direct Public Offering. Investors (hereinafter “Investors”) will be offered to subscribe non-voting Series C stocks (each stock hereinafter “Stock”, together “Stocks” or “the Investment”) of the Company. The Stocks are only meant for the possession of the subscriber as an investment in stocks which carry the rights set by the Terms and Conditions of Issue of Shares and the rights and obligations set by the Articles of Association of the Company. Dividend (hereinafter “the Yield”) is paid out for the Investment and the Investments are managed in the investor relations department (hereinafter “the Online Service”) of OPR-Finance at www.tuottoa.fi in the manner presented below.

MAKING AN INVESTMENT

New investments can no longer be made; the last subscription date was 16 November 2017.

THE TIME PERIOD AND THE AMOUNT OF THE INVESTMENT

The amount of the Investment is the issue price presented in the online service by OPR-Finance and chosen by the Investor. The time period of the Investment starts from the day when the sum has been paid in its entirety to the bank account given in the online service by OPR-Finance. The time period for the Investment ends when OPR-Finance has paid out the Investment in its entirety including the unpaid yield to the Investor’s contra account. The nature of the Investment is permanent until further notice.

PRICE OF ISSUE

The share’s issue price is defined in the Terms and Conditions of the Direct Public Offering (subscription ended on 16 November 2017).

COSTS, COMMISSIONS AND FEES RELATED TO THE INVESTMENT OR THE ONLINE SERVICE

Starting and managing the Investment or the Online Service does not incur to the Investor any costs, fees, or commissions to be paid to OPR-Finance.

THE YIELD PAID OUT FOR THE INVESTMENT

The Yield paid out for the Investment is defined according to the Articles of Association of the Company (4) and the Terms and Conditions of the Issue of Shares as follows:

SERIES C STOCK (SUBSCRIPTION ENDED ON 16 NOVEMBER 2017)

The Yield is three (3) percent of the Stock’s subscription price per year when the length of the Investment is less than three (3) months. The Yield increases to four (4) percent of the Stock’s subscription price per year for the whole time period of the Investment when the length of the Investment is three (3) months at minimum. The Yield increases to seven (7) percent of the Stock’s subscription price per year when the length of the Investment is six (6) months at minimum. The increase is added up retroactively according to the higher annual return for the entire time period of the Investment in the first monthly pay-out after the date of the increase. No interest is paid on the retroactively paid out part.

SERIES B STOCK (SUBSCRIPTION HAS ENDED DECEMBER 31, 2014)

The Yield is four (4) percent of the Stock’s subscription price per year when the length of the Investment is less than three (3) months. The Yield increases to five (5) percent of the Stock’s subscription price per year for the whole time period of the Investment when the length of the Investment is three (3) months at minimum. The Yield increases to eight (8) percent of the Stock’s subscription price per year when the length of the Investment is six (6) months at minimum. The increase is added up retroactively according to the higher annual return for the entire time period of the Investment in the first monthly pay-out after the date of the increase. No interest is paid on the retroactively paid out part.

GENERAL INFORMATION

The Yield is calculated according to the actual days of the year by using as the divisor the number 365 or 366. The Yield is calculated starting from the day following the first day of the start of the Investment and ending with the last day of the calendar month or the preceding day of the termination day of the Investment. The Yield from each calendar month is paid out to the Investor’s contra account so that the settlement date is the fifth (5th) business day of the following month at the latest. When the Investment is terminated, the unpaid Yield is paid out in conjunction with the redemption of the Stock. A business day is a day when the banks are open so that they can for their part realize the settlement. In Finland, business days are weekdays from Monday to Friday excluding national holidays, the Independence Day (December 6), First of May, Christmas Eve and Midsummer Eve, and a day which is otherwise not to be considered a business day. The Yield is paid out only if the Company has retained profits from the running and preceding accounting seasons which are eligible for distribution. In addition, paying out the Yield requires that the Company is solvent according to the Limited Liabilities Act of Finland. The Yield received by the Investor is subject to dividend tax according to the legislation in force at the corresponding time.

OTHER RIGHTS RELATED TO THE INVESTMENT

The Stocks are non-voting stocks and do not carry the right to take part in shareholder meetings. The Stocks only carry the mandatory minimum rights required by the Limited Liabilities Act of Finland at the time. The Stock does not carry a pre-emptive subscription right. There will be no stock certificates given and the Stocks will not be included in the book-entry system.

REDEMPTION OF THE INVESTMENT

OPR-Finance will buy back Shares at any time at the Investor’s request. In such cases, OPR-Finance will pay back the Shares’ subscription price including the unpaid yield to the Investor’s contra account as a redemption price. The date of the redemption and the settlement date will be 14 days at the latest after the Investor has made their redemption request when the redemption does not exceed EUR 100,000. In case of larger sums, repayment will take place at a rate of EUR 100,000/14 days; however, the total repayment time will never exceed 90 days. A redemption request is made via the Online Service by logging in at tuottoa.fi by using the sell button. 

Investors can also submit redemption requests in person at the OPR-Finance office at the following address:


OPR-Finance Oy
Lautatarhankatu 8 B
Fi-00580 HELSINKI


OPR-Finance also has the right to redeem Stocks on its own initiative by informing the Investor in written form. In this case, OPR-Finance pays out the subscription price of the Stocks including unpaid Yield to the Investor’s contra account in 60 days after the date of informing the Investor. The Stocks may be redeemed only if the Company has free equity capital.

THE INVESTMENT IS NOT TRANSFERRABLE TO A THIRD PARTY

The Stocks are not to be transferred or pledged to a third party. However, should the Investor unlawfully transfer or pledge the Stocks to a third party, the Stock is stripped of its right to receive dividend and becomes the Company’s virtually valueless Series D stock. Series D stocks do not carry any rights when distributing the funds of the Company. The Company has a right to redeem the Series D stock at any time at a redemption price of one (1) euro. Redemption and approval clauses do not apply to estates of family or succession law or universal successions.

OTHER TERMS AND CONDITIONS

The Investor is obliged to provide OPR-Finance their name, social security number, business ID or other official ID, postal address and domicile information. In addition, when requested, a natural person must prove the truthfulness of their personal information by presenting an official and valid identity document issued by an authority. Moreover, a legal person is, when requested, required to prove their identity with the help of an up-to-date extract from the trade register or an extract from a register of another equivalent authority, which states the existence of the legal person and its legal capacity as well as who are the members of its board or another decision-making body. The Investor is responsible for the truthfulness and accuracy of the information presented. The Investor is expected to notify possible changes in their contact information or contra account by using the messaging function available in our Online Service. Similarly, any other communication related to this customer relationship is done via this messaging system in our Online Service. OPR-Finance has the right to stop offering Stocks at any time. The Stocks are not securities according to the Securities Markets Act, thus no prospectus is required by the law to be drawn up nor are any other provisions of the Securities Markets Act applied. OPR-Finance is not a credit institution according to the Credit Institutions Act and the Investment is not covered by deposit guarantee. The Investment is not capital-protected either.

LIMIT OF LIABILITY

OPR-Finance is not responsible for any possible direct or indirect damages due to disturbances or errors in the online service. OPR-Finance is not responsible for disturbances in telecommunication or network systems, whether they might be caused by operators, congested network traffic, a power cut, an equipment malfunction, or some other similar disturbance, and OPR-Finance does not compensate for the direct or indirect damages caused by these types of disturbances. OPR-Finance is also not responsible for errors or disturbances caused by other service providers related to the online service. OPR-Finance reserves the right to terminate the service at any given time without any specific reason or prior notice.

DATA PROTECTION

OPR-Finance maintains a customer data file, which contains information used in maintaining and caring for customer relationships. OPR-Finance and other companies belonging to the same group have, according to the Personal Data Act, the right to handle the information found in the customer data file for legitimate purposes.

APPLICABLE LAW AND SOLVING DISPUTES

Finnish law is applied to the Investment, and disagreements concerning the Investment will be solved in the district court of the Investor’s domicile. However, if the Investor does not have a habitual residence or it is situated outside of Finland, the disputes will be handled in the District Court of Helsinki.