TERMS AND CONDITIONS OF THE ISSUE OF SHARES

TERMS AND CONDITIONS OF THE DIRECT PUBLIC OFFERING

Acceptance of new investments ended on 16 November 2017.

On November 28, 2014, the shareholder meeting of OPR-Finance Oy decided to authorize the board of the company to decide on a Direct Public Offering. On December 1, the board decided on the Direct Public Offering as follows:

STOCKS

In the Direct Public Offering at hand, a maximum of 10,000 of the company’s new Series C stocks will be issued. Stocks will be issued ignoring the shareholders’ pre-emptive subscription right.

SUBSCRIPTION PRICE

The subscription price for the new Series C stocks will be €1,000 per stock. Defining the subscription price is irrelevant in practice because the rights carried by the stock are determined in relation to the subscription price. The subscription price in its entirety will be booked as an addition to the company’s invested shareholders’ surplus.

THE REASONS FOR IGNORING THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT

From the point of view of the company, there is a significant financial reason for ignoring the shareholders’ pre-emptive subscription right: with the received funds, it is possible to enhance the financial structure of the company.

SUBSCRIBING AND SETTLEMENT

The stocks are subscribed by paying the subscription price to the company’s account during the subscription period starting January 1, 2015 and ending May 31, 2018. The payment is made via the online service at www.tuottoa.fi. At the time of the subscription, the Investor is obliged to provide OPR-Vakuus their personal information as well as their bank account number. The subscription of the stock is a binding agreement, and the subscriber is not authorized to change or cancel it. In an oversubscription situation, the board of the company has a right to suspend the subscription period or, if the board so wishes, extend it.

APPROVAL OF SUBSCRIPTIONS

The board of the company approves subscriptions done in accordance with these terms and conditions of the Direct Public Offering and with applicable laws and regulations related to stock subscription. Subscriptions are approved at the sole discretion of the board. As the board approves the subscription, the subscription of stocks becomes binding for the company. The board has an unlimited freedom to disapprove a subscription or cancel the Direct Public Offering.

THE RIGHT TO RECEIVE DIVIDEND AND OTHER STOCKHOLDER RIGHTS

The new Series C stocks carry the right to receive dividend as well as other stockholder rights as soon as the stocks are registered. Dividend will be calculated for the new stock according to the Articles of Association starting from the day following the subscription date.

TERMINATION OF THE INVESTMENT

If the total amount of investments in the preferred stocks of OPR-Finance Oy (regardless of the stock series) is €100,000 or less, OPR-Finance Oy agrees to redeem and pay out the investments in 14 days. If the total amount mentioned above is over €100,000, OPR-Finance Oy is committed to redeem and pay out the investments at a rate of €100,000 per 14 days. However, OPR-Finance agrees to fulfill all its obligations to the investor in 90 days starting from the day of the redemption request, regardless of the total sum of the investment.

OTHER NOTES

The board of the company decides on all other matters related to the Direct Public Offering as well as practical measures.

OPR-FINANCE OY
THE BOARD