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Authorizations resolved in the Annual General Meeting on 20 April 2023
The Annual General Meeting resolved to authorize the Board of Directors in accordance with the proposal of the Board to resolve on the issuance of a maximum of 4,000,000 shares in one or more tranches corresponding to approximately 10% of all the shares in the Company. The Board of Directors decides on the terms and conditions of the issuance of shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares either against payment or without consideration. The issuance of shares may be carried out in deviation from shareholders’ pre-emptive right (directed issue) for a weighty financial reason from the Company’s perspective, such as using the shares to develop the Company’s capital structure, to finance possible acquisitions, capital expenditure or other arrangements within the scope of the Company’s business operations, or to implement the Company’s commitment and incentive scheme. The authorization cancels the previous authorization regarding share issue given to the Board of Directors by the Annual General Meeting on April 20, 2022. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2024.
The Annual General Meeting resolved to authorize the Board of Directors in accordance with the proposal of the Board to resolve on the repurchase of a maximum of 2,000,000 of the Company’s own shares using the unrestricted equity of the Company representing about 5% of all the shares in the Company. The authorization includes the right to accept the Company’s own shares as a pledge. The shares shall be acquired through public trading, for which reason the shares are acquired otherwise than in proportion to the share ownership of the shareholders and the consideration paid for the shares shall be the market price of the Company’s share in public trading at Nasdaq Helsinki Ltd at the time of the acquisition. Shares may also be acquired outside public trading for a price, which at the most, corresponds to the market price in public trading at the time of the acquisition. The Board of Directors will be authorized to resolve upon how the shares are acquired. The authorization includes the Board’s right to resolve on a directed repurchase or the acceptance of the shares as a pledge, if there is a compelling financial reason for the Company to do so as provided for in Chapter 15, Section 6 of the Finnish Limited Liability Companies Act. The shares shall be acquired to be used for execution of the Company’s share-based incentive schemes or for other purposes determined by the Board of Directors. The decision to repurchase the Company’s own shares or to accept them as pledge shall not be made so that the shares of the Company in the possession of or held as pledges by the Company and its subsidiaries would exceed 10 (ten) per cent of all shares. The Board of Directors shall decide on any other matters related to the repurchase of the Company’s own shares and/or accepting them as a pledge. The authorization cancels the previous authorization given to the Board of Directors by the Annual General Meeting on April 20, 2022. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2024.