Authorizations

Issuance of shares and the issuance of options and other special rights entitling to shares 

The Annual General Meeting authorized 28.3.2019 the Board of Directors to decide on the issuance of shares and options and on issuance of other special rights entitling to shares in one or several lots. Maximum aggregate number of shares issued based on the authorization may not exceed 2.000.000. The Board of Directors decides on the conditions regarding any issuance of shares and options and other special rights entitling to shares.

Share issues and issuance of options and other special rights entitling to shares may take place in deviation of the shareholder’s subscription right (directed issuance), if there exists a weighty financial reason for doing so from the company’s perspective, such as, for example, the funding or realization of mergers or acquisitions, the development of the company’s own capital structure or the realization of the company’s incentive schemes. Based on the authorization, the Board of Directors may also decide on the free issuance of shares to the company itself in such a way that the maximum number of shares held by the company after the issuance does not exceed 10 percent of all company shares. The shares held by the company itself and those possibly held by its subsidiaries are counted in this amount in the way specified in Paragraph 1, Section 11, Chapter 15 of the Finnish Limited Liability Companies Act.

The authorization remains in effect until the end of the 2020 Annual General Meeting, however no longer than 18 months from the date of decision of the Annual General Meeting.

 

Repurchase of the Company’s own shares 

The Annual General Meeting authorized 28.3.2019 the Board of Directors to decide on the repurchase of the Company’s own shares in accordance with the proposal by the Board of Directors. The number of shares to be repurchased shall not exceed 1.000.000 shares.  Purchase of own shares may be made in a trade organized on Nasdaq Helsinki Oy’s regulated market at a price formed in public trading on the date of repurchase. Purchase of the shares lowers the Company’s distributable unrestricted equity. Repurchase of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed repurchase).

The authorization remains in effect until the end of the 2020 Annual General Meeting, however no longer than 18 months from the date of decision of the Annual General Meeting.