The 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, 2019, the authorization remains fully unused.

On May 21, 2019, the Annual General Meeting authorized the Board of Directors to decide on the purchase of a maximum of 1,800,000 the company’s own shares in one or several instalments. 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 cancelled. The authorization is valid until November 21, 2020. As at December 31, 2019, the authorization remains fully unused.

On May 21, 2019, the Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and/or option rights to entitling to shares for example 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 1,800,000 shares in one or several tranches. However, a maximum of 925,000 shares may be issued for the purpose of implementing the company’s incentive schemes. The authorization includes the right to decide on issues of shares and/or option rights in deviation from the shareholders’ pre-emptive rights (directed issue). The Board of Directors may decide to issue either new shares or treasury shares. The authorization is valid until 21 November 2020. As at December 31, 2019, 835,376 shares have been issued and 964,624 shares remain unused.

On September 25, 2019, the Extraordinary General Meeting resolved to authorize the Board of Directors to decide on the issuance of shares in accordance with the Board of Directors’ proposal. Pursuant to the authorization, a maximum of 10,000,000 shares may be issued in one or more tranches, corresponding to approximately 53.7% of all registered shares in the company. Under the authorization, the Board of Directors may issue either new shares or treasury shares. The share issue would be carried out in accordance with the shareholders’ pre-emptive subscription right, i.e. new shares would be offered for subscription by the company’s shareholders pro rata to their existing shareholding in the company. The Board of Directors would be authorized to decide on all other conditions of the issuance of shares. The authorization is valid at most until the end of the next Annual General Meeting. 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, 2019, 9,298,430 shares have been issued and 701,570 shares remain unused.

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 authorised to decide on all other conditions of the issuance of shares and/or option rights. The authorization would be valid until 25 September 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, 2019, the authorization remains fully unused.