Authorizations
Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The AGM on March 10, 2010 authorized the Board of Directors to decide on the repurchase of a maximum of 7,000,000 of the Company’s own shares (“Repurchase Authorization”). The Company’s own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through public trading on the Nasdaq OMX Helsinki at the market price prevailing at the time of acquisition.
The shares shall be repurchased and paid for in accordance with the rules of the Nasdaq OMX Helsinki Ltd and Euroclear Finland Ltd.
The Repurchase Authorization is valid 18 months from the decision of the Annual General Meeting.
Authorizing the Board of Directors to decide on the issuance of shares and on conveying the Company’s own shares
The AGM on March 10, 2010 authorized the Board of Directors to decide on issuing new shares and/or conveying the Company’s own shares held by the Company as follows:
By virtue of the authorization, the Board of Directors is entitled to decide on issuing a maximum of 7,000,000 new shares or on conveying a maximum of 7,000,000 of the Company’s own shares held by the Company. The Board of Directors decides on all the conditions of the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorization includes the possibility to issue own shares to the Company for free.
The authorization to issue shares and to convey the Company’s own shares is valid until two (2) years from the date of the decision of the Annual General Meeting and it does not revoke the share issue authorization given by the Annual General Meeting on March 5, 2009.
Annual General Meeting, March 5, 2009: Authorizing the board of directors to decide issuance of shares
The AGM authorized the Board of Directors to decide on issuing new shares on the following terms and conditions:
New shares may be issued and the Company’s own shares held by the Company may be conveyed against payment (“Share Issue Against Payment”) to the Company’s shareholders in proportion to their current shareholdings in the Company. By virtue of the authorization, the Board of Directors is entitled to decide on issuing a maximum of 7,000,000 new shares. The subscription price of the new shares shall be recorded under the invested non-restricted equity fund.The authorization to issue shares is valid until two (2) years from the date of the decision of the Annual General Meeting.
