To the Shareholders of Finnlines Plc
Redemption claim for the minority shares pursuant to the Finnish Companies Act
Grimaldi Group S.p.A. (hereinafter "Grimaldi") together with Grimaldi Deep Sea S.p.A. and Grimaldi Euromed S.p.A., its partly-owned subsidiaries, holds more than nine tenths (9/10) of all the shares and votes in Finnlines Plc (hereinafter “Finnlines”). Finnlines has not issued any other instruments giving title to Finnlines shares. Grimaldi currently holds 50,514,163 shares in Finnlines corresponding to approximately 98.08 per cent of all the shares and votes in Finnlines.
As a consequence of Grimaldi's holding exceeding nine tenths (9/10) of all the shares and votes in Finnlines, Grimaldi has the right, based on Chapter 18, Section 1 of the Finnish Companies Act, to redeem the shares held by other remaining Finnlines shareholders. Grimaldi has notified Finnlines of its redemption right and claim by a letter dated 3 February 2016. Information regarding the redemption right has been registered with the Finnish Patent and Registration Office on 14 October 2015.
Appointment of the arbitral tribunal and initiation of arbitral proceedings
In its application dated 4 February 2016 Grimaldi has requested that the Redemption Committee of Finland Chamber of Commerce appoints an arbitral tribunal and initiate arbitral proceedings to resolve on the redemption of minority shares. Grimaldi's application and a letter from the Redemption Committee regarding the application will be delivered to all known shareholders of Finnlines.
Grimaldi will demand the arbitral tribunal to be appointed to confirm that EUR 17.80 per share shall be set as the redemption price, which corresponds to the purchase price paid per share in the share purchase concerning Finnlines shares executed on 9 October 2015 between Grimaldi Euromed S.p.A. and Ilmarinen Mutual Pension Insurance Company. In Grimaldi's view, the redemption price of EUR 17.80 per share constitutes the fair price under the Finnish Companies Act.
The Redemption Committee of Finland Chamber of Commerce has on the basis of Grimaldi's application requested the District Court of Helsinki to appoint a trustee to supervise the interests of the minority shareholders of Finnlines in the redemption proceedings.The District Court of Helsinki has in its decision dated 22 February 2016 (decision no. 16/7190) appointed Ms. Merja Blankenstein, attorney-at-law, as the trustee. The contact details of the trustee are:
Ms. Merja Blankenstein, Attorney-at-law
Merilampi Attorneys Ltd.
Tel: +358 9 686 481, +358 50 526 8870
Fax: +358 9 6864 8484
According to the Finnish Companies Act, the trustee has in the arbitral proceedings the right and obligation to present supportive facts and evidence on behalf of the minority shareholders. As the trustee supervises the interests of all minority shareholders during the redemption proceedings, the minority shareholders are not required to personally take any action in the redemption proceedings, unless they wish to do so.
In Helsinki on 2 March 2016
Grimaldi Group S.p.A.
Vesa Rasinaho Attorney-at-law, Helsinki
As attorney to Grimaldi Group S.p.A.