I received an email from the company today:
SUBJECT
Investor Letter to Tuottoa.fi investors of OPR-Finance Oy (hereinafter “OPR” or the “Company”)
Status update and the Company’s proposal for resolving the preferred share situation
Dear Investor,
We are writing to inform you of the Company’s situation in more detail than what is available in the quarterly reports, and at the same time, to make a proposal for resolving the preferred share situation in the current circumstances, where the Company’s assets are insufficient for redemptions and there are no prerequisites for dividend distribution.
Background
The 2019 change in interest cap legislation effectively ended the Company’s consumer credit business, which accounted for more than 90% of the Company’s total business. Combined with the COVID-19 pandemic in 2020, this forced the Company to make substantial changes and corrective actions. Among other things, the Company was forced to sell significant assets to be able to pay off its maturing secured debts. This, in turn, resulted in losses of several tens of millions of euros. In the same context, redemptions for preferred shareholders had to be suspended, and as the Company’s retained earnings fell significantly into the negative, the prerequisites for dividend payments also disappeared.
Recovery measures
Between 2021 and 2026, the Company’s business has been successfully redirected to corporate lending, and the Company’s operating profit is currently at an annual level of approximately one million euros. However, the corporate lending market in the Company’s segment is significantly smaller in size than the previous consumer credit market, and thus the Company’s growth prospects are limited.
In addition to redirecting the business, the Company has been able to reduce its balance sheet liabilities; in the autumn of 2025, it successfully restructured its EUR 40m hybrid loan through a written procedure, where the Company paid its creditors a lump-sum payment of EUR 8m, covering both the principal of the debt and accrued unpaid interest (the Company’s liabilities were reduced by a total of approximately EUR 66m). The payment was executed by selling practically all of the Company’s assets that were available for sale.
Litigation with the group of preferred shareholders
In the autumn of 2023, certain preferred shareholders sued the Company, demanding, among other things, the redemption of preferred shares, payment of unpaid dividends, a declaration of the legal nature of the equity investment as a debt investment, and the granting of voting rights to preferred shareholders. The District Court of Helsinki issued its ruling in the spring of 2026, rejecting all the plaintiffs’ claims and ordering the plaintiffs to compensate the Company’s legal costs in the amount of approximately 160,000 euros. According to the ruling, the Company’s decision to suspend the payment of dividends and redemptions was justified, and there was nothing reprehensible in the Company’s actions. The District Court’s judgment was not appealed and is therefore final and legally binding.
Board’s proposal for resolving the preferred share situation
The Company’s retained earnings are currently at a loss of approximately EUR 17m; therefore, the Company must generate EUR 17m in profit before it can, within the framework of the Limited Liability Companies Act, begin distributing dividends. The number of redemption requests is approximately EUR 18m, and the total value of preferred shares is EUR 37m. The Company’s assets are tied to its business operations, and thus the Company does not have the funds to fulfill even a portion of the redemption requests. Considering the size of the Company’s business, it is also clear that the Company cannot finance the redemption of preferred shares through earnings, and the Company will not be able to obtain external financing to cover liabilities of this scale.
Consequently, the Company has decided to propose to the preferred shareholders an amendment to the Articles of Association such that the redemption price of the preferred shares is reduced from 1,000 euros to 300 euros. In this scenario, obtaining the financing for the redemption of all preferred shares would require approximately EUR 11m, which the Company believes it can obtain if the business develops to a level somewhat better than the current one.
If a majority (over 50%) of the preferred shareholders give their consent to such an amendment, the change can be implemented. In that case, preferred shareholders would receive 30% of their investment back upon redemption, and for natural persons eligible for tax loss deductions on capital gains, the recovery could be over 50% at best.
Without the proposed amendment to the Articles of Association, the situation cannot be resolved, and payments to preferred shareholders are unlikely to be made, at least within the next 10 years. As there are no other relevant alternatives to resolve the situation, the Company is forced to wait until the necessary number of consents for reducing the redemption price from 1,000 euros to 300 euros has been obtained. The Company hopes that as many preferred shareholders as possible will provide their consent to the initiative as soon as possible so that the matter can proceed.
You can provide your consent by logging into the tuottoa.fi service and following the instructions provided there.
Helsinki, August 12, 2026
Board of Directors
OPR-Finance
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