Authorizations

Share information

Authorizations

Valid authorisations to purchase or issue shares and to grant special rights

Purchase of treasury shares

The General Meeting decided, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to decide, on one or several occasions, on the acquisition of a maximum of 2,800,000 of the company’s own series A shares with funds belonging to the company’s unrestricted equity, subject to the provisions of the Limited Liability Companies Act regarding the maximum number of treasury shares to be held by a company. The company’s own A shares may be acquired for use as consideration in any acquisitions or other arrangements relating to the company’s business, to finance investments, as part of the company’s incentive scheme, to develop the company’s capital structure, to be otherwise further transferred, to be retained by the company or to be cancelled.

The shares shall be acquired in a proportion other than that of the shareholders’ current shareholdings in the company in public trading arranged by NASDAQ Helsinki Ltd at the market price at the moment of acquisition. The shares shall be acquired and paid for in accordance with the rules of NASDAQ Helsinki Ltd and Euroclear Finland Oy. The Board of Directors was authorised to decide on the acquisition of the company’s own shares in all other respects.

The authorisation supersedes the authorisation granted by the Annual General Meeting on 28 April 2015 to the Board of Directors to decide on the acquisition of the company’s own shares, and is valid until the closing of the next Annual General Meeting or until 30 June 2017, whichever is first.

Share issue and special rights entitling holders to shares

The AGM decided, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to decide, on one or several occasions, on an issue of a maximum of 7,000,000 new series A shares or on the disposal of any series A shares held by the company through a share issue and/or by granting option rights or other special rights entitling holders to shares as referred to in Chapter 10, section 1 of the Limited Liability Companies Act. The authorisation may be used for the financing or execution of any acquisitions or other arrangements or investments relating to the company’s business, for the implementation of the company’s incentive scheme or for other purposes subject to the Board of Directors’ decision.

The Board of Directors is also authorised to decide on all terms and conditions of the share issue and of the granting of special rights as referred to in Chapter 10, section 1 of the Limited Liability Companies Act. The authorisation thus includes the right to issue shares in a proportion other than that of the shareholders’ current shareholdings in the company under the conditions provided by law, the right to issue shares against payment or without charge, and the right to decide on a share issue without payment to the Company itself, subject to the provisions of the Limited Liability Companies Act on the maximum number of treasury shares.

The authorisation supersedes the share issue authorisation granted by the Annual General Meeting on 28 April 2015 to the Board of Directors, and is valid until the closing of the next Annual General Meeting or until 30 June 2017, whichever is first.


Donations

The AGM decided, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to decide on the donation of a maximum of EUR 100,000 to universities or other educational institutions.