Securities administration - Finland

29.11.2021

Information sources on securities events include the Nasdaq Helsinki Ltd, EFI, the issuing companies and local news vendors.

Issuer events, which include fixed income events  and various capital arrangements, are processed by EFI's Infinity system.

Dividend payments are handled outside Infinity until the necessary functionalities are introduced to Infinity by EFI.

Income collection

Market Record dateEx-dateBasis for entitlementStandard interest calculation rule a
Dividend paymentEx-date +1
business day
- Settlement day following AGM date
- First ex-dividend trade date

Settled position at close of Market Record date

Not applicable

Coupon paymentPayment date -1
business day

Not applicable

Settled position at close of Market Record date

- Actual/Actual for government bullet bonds
- Varies for other applicable Finnish bonds

a. The interest calculation rule is defined in the Terms and Conditions of the related debt securities.

Dividends

Dividends are usually paid on an annual basis. The peak season is in spring (that is, from March to May) following AGMs. The AGM date is the last cum-dividend trade date. The dividend payment period is usually five days. However, issuers may apply to the CSD for a longer period between Record date and Payment date.

The dividend-matching period is a specific feature of the Finnish market and lasts from Market Record date +1 business day and ends on Payment date -2 business days. It enables account operators to adjust, on a best effort basis, entitlement on transactions that settle late but on or before Payment date -2 business days. However, if any entitled trades are left unadjusted, a dividend claim will need to be lodged.

Corporate actions

Market Record dateEx-dateBasis for entitlement
Rights issue

Ex date +1 business day

Market Record date -1 business day

Traded and settled position at close of Market Record date

Mandatory events (split, bonus,
(de-)merger)

Ex-date -1 business day

- Effective date
- Market Record date +1 business day

Settled position at close of Market Record date

Note: Market Record date is defined in accordance with the applicable T+2 settlement cycle. The issuing company sets the record date in the terms and conditions of the event.

Most common corporate events

The most common corporate actions in the Finnish market are bonus issues, conversions, directed share issues, (de-)mergers, name changes, rights issues, stock splits, takeover bids, tender and exchange offers.

Right issues

The subscription period and also the rights trading period (where applicable) start one to three business days after the market record date. The subscription period is set by the company but cannot be less than two weeks.

Trading of subscription rights ends five business days prior to the end of the subscription period.

Depending on the terms and conditions of the offer, it may be possible to sell a small number of rights in connection with a subscription to round up or down the number of resulting shares.

The subscription rights will be credited on the pay date of the Rights Issue event (RHDI) based on the record date holding in the parent share. The pay date for the subscription rights is RD+1 business day. The Rights Issue event will be followed by a Rights Exercise event (EXRI). 

The subscription period and trading period for the subscription rights start usually on the next business day after the pay date. The subscription rights will become void after the subscription period has ended. 

The quotation of subscription rights received through a Rights Issue starts on the first subscription date. In rights exercises, the quotation of new shares usually starts one business day following the last subscription date.

Share capital increases

When the share capital of the issuing company increases, the resulting new shares do not initially rank equally with the old shares, unless the increase in share capital has been entered into the trade register prior to the issue.

Registration of the share capital usually takes two to eight weeks. In addition, for parallel quotation the new shares must carry the same dividend entitlements as the old ones. If the new shares do not rank for equal dividend, they will be quoted separately until the next dividend is due, that is, the ex-date of the next dividend. New shares rank pari passu starting from the effective date of a mandatory event.

Organisation of AGM/EGMs

Following the implementation of the Shareholder Rights Directive, the notice to convene a AGM/EGM shall be delivered through a stock exchange announcement between three months and no later than three weeks before the Meeting, but at least nine (9) days prior to the record date of a GM. The notice together with other meeting documents shall be kept available for shareholders on the company’s website at least three weeks before the Meeting. The last market deadline for a shareholder to propose a matter to be included in the meeting agenda, will be four weeks prior to the publication of the meeting notice.

Non-listed Finnish companies do not usually issue stock or press release of the AGM/EGM and, therefore the AGM/EGM of such companies are not included in Clearstream's local agent's proxy services.

Re-registration process

Securities must be re-registered in the name of the beneficial owner (as a temporary registration) to allow them to exercise the vote. The settled holdings at close of business on the record date (AGM-8) are decisive as to the right to attend a GM, and the registration in the temporary shareholder register ceases after the record date.

The registration of nominee registered shareholders in the temporary shareholder register will take place at the latest on the day specified in the meeting notice, which must be after the RD. The deadline to deliver the information to temporary registration at Citibank Europe PLC is at 12:00 noon CET+1 on market record date +2. The registration of a shareholder in the temporary shareholder register will be considered to contain also the notification of attendance to the company. Thus there will no longer be a need for a separate notification of attendance by nominee registered shareholders. However, the company must still be notified of representative details together with required documentation, if any.

Shares must be re-registered in the temporary shareholder register list. The temporary shareholder register is public until the end of the AGM/EGM.

In order to carry out the temporary registration, the customer must provide the complete name and address of the beneficial owner.

For all types of shareholders the following company and holding related information is needed:

  • Company’s name and security ISIN code;
  • Custody account number;
  • Number of shares held on the record date;
  • Voting instructions if available at that stage.

For corporate shareholders such as a fund, a trust, a corporation, a company, a society and other nonindividuals, the following shareholder information is needed:

  • Full name of the shareholder only (the fund manager’s/trustee’s name must not be included);
  • Full address;
  • Country of registering or country of taxation.

For an individual shareholder, the following shareholder information is needed:

  • First name and family name of the shareholder only (the fund manager’s/trustee’s name must not be included);
  • Full address, consisting of street name and number, post code, municipality, state and/or country;
  • Nationality and individualising code that can be any of the following: personal identity code, social security number, date of birth or similar;
  • Passport number or personal certificate number and the date of issuance of such document; or
  • Safekeeping or trustee code given by a fund administrator and with which both the shareholder and the fund administrator can be recognised.

For several individuals owning shares together (joint ownership), all of the above information must be provided for each shareholder.

The re-registration in the name of the beneficial owner is subject to a separate fee.

Proxy voting

Besides the obligation to register shares in the name of the beneficial owner and to provide the above related documentation, the customer must also provide certain documents if proxy voting is required, as follows:

  • The original power of attorney (by mail) given by the beneficial owner to its duly authorised representative;
  • Evidence of procuration of the signatories, for example, a list of authorised signatories;
  • Voting instructions.

The shareholder must supply detailed voting instructions. It is recommended that the voting instructions be sent together with the registration order. Voting takes place only if there are at least two separate propositions and a shareholder demands a count of votes. Votes of shareholders abstaining from voting are not included in the votes cast. However abstain votes, do increase the aggregate number of shares. Proxy cards are not generally available.

If new matters are raised in the AGM/EGM, or if the chairman of the meeting decides to organise the voting so that the given instructions are not congruent with the votable items, the local representative (that is, Clearstream's local agent Citibank Europe PLC) will either abstain from voting or use proper judgement to serve the collective interest of the underlying shareholders.

Notice of attendance

Besides the obligation to register shares in the name of the beneficial owner and to provide the above related documentation, a shareholder must notify the listed company of its intention to attend the AGM/EGM in order to be able to attend and exercise voting rights at the AGM/EGM.

The announcement made by the company must include the deadline for submitting the notification of attendance. The last day to submit the notification may vary between eight and zero business days prior to the AGM/EGM.