Authorisations

Authorization of the Board of Directors to decide on the acquisition of the company´s own shares

The Annual General Meeting on 12 April 2022 authorized the Board of Directors to decide on the acquisition of a maximum of 150,000 of the company’s own shares, in one or more instalments. The number of shares takes into account the effects of the share issue without payment as decided by the AGM. The maximum number of shares represents approximately 0.4% of the total number of the company’s shares after the new shares to be issued in share issue have been registered. The shares would be acquired with funds from the company’s non-restricted equity, which means that the acquisition would reduce funds available for distribution. The shares would be acquired otherwise than in proportion to the shareholdings of the shareholders through public trading on Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition and in accordance with the rules and regulations of Nasdaq Helsinki Ltd. The shares would be acquired to be used as a part of the company’s incentive compensation program, to be transferred for other purposes or to be cancelled. The Board of Directors is authorized to decide on all of the other terms and conditions of the acquisition of the shares. The authorization is valid until 12 October 2023, and it supersedes the authorization granted by the 2021 AGM.

Authorization of the Board of Directors to decide on issuance of new shares and transfer of the company’s own shares

The Annual General Meeting on 12 April 2022 authorized the Board of Directors to decide on the issuance of new shares and the transfer of the company’s own shares in one or more instalments. The total number of shares to be issued or transferred pursuant to the authorization may not exceed 250,000 new or treasury shares. The number of shares takes into account the effects of the share issue without payment as decided by the AGM. The number of shares represents approximately 0.6% of the total number of the company’s shares after the new shares to be issued in share issue have been registered. Pursuant to the authorization, the Board may decide on a directed share issue in deviation from the shareholders’ pre-emptive rights for a weighty financial reason, such as the company’s incentive compensation plan, personnel share issue, developing the company’s capital structure, using the shares as consideration in possible company acquisitions or carrying out other business transactions. The share issue may be subject to a charge or free. A directed share issue can be free of charge only if there is a particularly weighty financial reason for the company and taking into account the interests of all of the company’s shareholders. The subscription price of the new shares and the amount paid for the company’s own shares would be recorded in the company’s reserve for invested non-restricted equity. The Board of Directors is authorized to decide on all of the other terms and conditions of the share issue. The authorization is valid until 12 October 2023, and it supersedes the authorization granted by the 2021 AGM.

The Board of Directors has no valid authorizations to issue convertible bonds or bonds with warrants.