Basic stock information
Terrafame has one series of shares. At the end of September 2024, the company had 5,968,655 shares. Its share capital was EUR 2.0 million.
Shareholders' holdings
At the end of September 2024, Finnish Minerals Group (FMG), a special-assignment company of the state of Finland, owned 56.1%, Galena funds managed by Trafigura owned 39.4% and Mandatum owned 4.5% of Terrafame.
Finnish Minerals Group’s holding may decrease to no lower than 50.1% in the future if Trafigura and Mandatum exercise all their option rights. In such a case, the holding of Trafigura would be around 45.0%, and the holding of Mandatum around 5.0%.
Shareholder agreement
A shareholder agreement on the use of proprietary rights and decision-making at the company has been concluded between the company’s shareholders.
The major shareholders of the company submit their proposals for the composition of the Board in accordance with the shareholder agreement. hus, Suomen Malmijalostus Oy (Finnish Minerals Group) has the right to nominate candidates for up to five Board positions, and the Galena funds have the right to nominate candidates for up to two Board positions.
The shareholder agreement for the company has also agreed to establish three advisory committees:
- The Commercial Committee is assessing, monitoring, planning and obtaining information about the company's commercially significant matters.
- The Technical Committee is evaluating, monitoring, planning and obtaining information on current affairs related to the company's development projects, the operations of the mine and metals production plant and the company's development projects.
- The Financial Committee is assessing and monitoring the company's financial position and planning, preparing and obtaining information on projects aimed at improving it.
The members of the committees shall be appointed in the procedure under the shareholder agreement. The committees act in accordance with separate rules of procedure established by the Board. No independent decision-making or representation powers within the company have been assigned to the committees.
Additionally, during the financial year 2023, the board of Terrafame decided to establish an audit committee as well as a personnel and remuneration committee.
Redemption order in accordance with the articles of association
If a share is transferred to a new owner outside the company, the transferee must immediately notify the Board of Directors. The shareholder and the company have the right to redeem the share transferred to a new shareholder from someone other than the company under the following conditions:
(i) The shareholder’s right of redemption is primary. The company can only redeem the transferred share if no shareholder exercises their right of redemption.
(ii) The redemption price is the price agreed upon by the transferor and the transferee, or if the acquisition is without consideration, the mathematical net value based on the latest confirmed financial statements.
(iii) The board of directors must notify the shareholders of the share transfer within three (3) weeks of the transfer being reported to the board. At the same time, the board must inform the shareholders whether the company intends to exercise its secondary right of redemption. If the share has been transferred for consideration, the notification must state the agreed consideration. The notification must be delivered in the same manner as a notice of a general meeting.
(iv) The shareholder must submit a written redemption claim to the board within six (6) weeks of the transfer being reported to the board. The company must notify the recipient of the shares of the company’s intention to exercise its right of redemption within seven (7) weeks of the transfer being reported to the board.
(v) If multiple shareholders wish to exercise their right of redemption, the board must distribute the shares among those willing to redeem in proportion to their existing shareholdings. If the distribution of shares is not even, the remaining shares will be allocated by lot.
(vi) The redemption price must be paid within four (4) weeks of the latest possible date for submitting a redemption claim or the confirmation of the redemption price, whichever is later. If the redeemer is a shareholder, the redemption price is paid to the company, which will forward the redemption price to the transferee or other entitled party. If the redeemer is the company, the redemption price is paid to the transferee or other entitled party.
(vii) Disputes regarding the right of redemption and the determination of the redemption price must be referred to arbitration in accordance with the procedure provided by the Arbitration Act.
This clause must be recorded in the share certificates, the share register, any interim certificates issued, and the subscription list.