Board’s Authorisations
On February 23 2017, the company’s shareholders resolved unanimously to authorize the Board of Directors to decide on one or more directed share issues against consideration. By virtue of this authorization, the number of new shares issued based on the authorization shall not exceed 1,900,000 shares. Under the authorization, the Board of Directors may decide on a directed share issue in deviation from the shareholders’ preemptive rights, provided that there is a weighty financial reason from the company’s perspective, including the issue of shares for executing potential acquisitions or other corporate transactions, or for acquiring new licenses against the share consideration. Under the authorization, the Board of Directors has the right to decide on the other terms and conditions of a share issue. The authorization is valid for five years from the date it was granted, i.e. until February 23 2022. As at December 31 2021, the authorization remains fully unused. The authorization has expired February 23 2022.
On September 25 2019, the Extraordinary General Meeting resolved to authorize the Board of Directors to decide on a share issue and/or issue of option rights entitling to shares in accordance with the Board of Director’s proposal. Pursuant to the authorization, a maximum of 1,500,000 shares may be issued in one or more tranches, corresponding to approximately 8.1% of all registered shares in the company on the date of the notice convening the General Meeting. The share issue and/or issue of option rights can be carried out
in deviation from the shareholders’ pre-emptive subscription right (directed issue). Under the authorization, shares and/or option rights can be issued for the implementation of the company’s incentive schemes.
Under the authorization, the Board of Directors may issue either new shares or treasury shares. The Board of Directors would be authorized to decide on all other conditions of the issuance of shares and/or option rights. The authorization is valid until September 25 2024. The authorization does not revoke prior authorizations
of the Board of Directors to decide on the issuance of shares and/or option rights entitling to shares. As at December 31 2021 a total of 1,365,503 shares from the authorization have been used, and 134,497 shares remain.
On May 27 2020, the General Meeting authorized the board of directors to decide on the issuance of shares and/or option rights or other special rights entitling to shares e.g. for carrying out corporate or financing transactions, in consideration for new licenses, for creating strategic partnerships, for implementing the company’s incentive schemes, or for other purposes decided by the board of directors. Pursuant to the authorization, the board of directors may decide to issue a maximum of 2,700,000 shares in one or several tranches. However, a maximum of 1,396,000 shares may be issued for the purpose of implementing the company’s incentive schemes. The authorization includes the right to decide on issuances of shares and/or option rights in deviation from the shareholders’ preemptive rights (directed issue). The board of directors may decide to issue either new shares or treasury shares. December 31 2021 a total of 2,020,000 shares from the authorization has been used, and 680,000 shares remain.
On March 31 2021, the General Meeting authorized the board of directors to decide on the repurchase and/ or acceptance as pledge of a maximum of 1,800,000 own shares in one or more tranches. This authorization annuls the previous authorization, given by the Annual General Meeting on May 25 2020, on the repurchase and/ or acceptance as pledge. The shares shall be repurchased using the company’s unrestricted equity, on a multilateral trading facility in trading organized by Nasdaq Helsinki Ltd, due to which the repurchase will take place in a directed manner. The price paid for the shares shall be based on the price of the company’s share on the multilateral trading facility, such that the minimum price of purchased shares is the lowest market price of the share quoted on the multilateral trading facility during the term of validity of the authorization and the maximum price, correspondingly, is the highest market price quoted on the multilateral trading facility during the term of validity of the authorization. Shares can be purchased for the purpose of improving the company’s capital structure, carrying out corporate or financing transactions, implementing the company’s incentive schemes, or to be otherwise transferred or canceled. The authorization is valid until the end of the company’s next Annual General Meeting, however not longer than June 30 2022. As at December 31 2021, the authorization remains fully unused.
On March 31 2021, the General Meeting authorized the board of directors to decide on the issuance of shares and/or option rights or other special rights entitling to shares e.g. for carrying out corporate or financing transactions, in consideration for new licenses, for creating strategic partnerships, for implementing the company’s incentive schemes, or for other purposes decided by the board of directors. Pursuant to the authorization, the board of directors may decide to issue a maximum of 2,700,000 shares in one or several tranches. The authorization includes the right to decide on issuances of shares and/or option rights in deviation from the shareholders’ preemptive rights (directed issue). The board of directors may decide to issue either new shares or treasury shares. The authorization does not annul any previous authorizations given to decide on the issuance of shares and/or option rights or other special rights entitling to shares. The authorization is valid until the end of the company’s next Annual General Meeting, however not longer than June 30 2022. As at December 31 2021, the authorization remains fully unused.