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Authorizations

Repurchase authorization

The Annual General Meeting on April 4, 2017, authorized the Board of Directors to decide decide upon the repurchase of a maximum of 4,400,000 company's own shares with assets pertaining to the company's unrestricted equity in one or more tranches. The maximum amount of the authorization corresponds to approximately 10 percent of all the shares in the company.

The authorization for repurchases of Company's own shares will be carried out at the market price of the share on Nasdaq Helsinki Ltd or in other marketplace the rules of which allow companies to trade with their own shares. The authorization entitles the Board of Directors to repurchase the shares in another proportion than that of the shares held by the current shareholders (directed repurchase). In repurchasing of the Company's own shares, the Company may enter into derivative, stock lending or other arrangements customary in capital market practice within the limits set by law and other regulations. In repurchases, the Company will follow the rules and guidelines regarding, among other factors, the determination of the repurchase price, settlement and disclosure of trades, of the marketplace in which the repurchase is carried out. 

The consideration payable for the repurchase of the shares shall be based on the market price of the Company's share on the securities market. The minimum consideration of the repurchase of the Company's own shares is the lowest market price of the share quoted during the authorization period and, correspondingly, the maximum price is the highest market price of the share quoted during the authorization period.

The shares may be repurchased to be used for financing or implementing possible mergers and acquisitions, developing the Company's equity structure, improving the liquidity of the Company's shares or to be used for the payment of the annual fees payable to the members of the Board of Directors or for implementing the share-based incentive programs of the Company. For the aforementioned purposes, the Company may retain, transfer further or cancel the shares. The Board of Directors would decide upon other terms related to repurchase of shares.

The repurchase authorization will be valid until the end of the next Annual General Meeting, however, no longer than until June 30, 2018.

 

General share issue authorization

The Annual General Meeting on April 4, 2017, authorized the Board of Directors to decide to transfer the company's own shares held by the company or to issue new shares in one or more tranches limited to a maximum of 4,400,000 shares. The maximum aggregate amount of the authorization corresponds to approximately 10 percent of all the shares in the company.

The company's own shares held by the company may be transferred and the new shares may be issued either against payment or without payment. The new shares may be issued and the company's own shares held by the company may be transferred to the company's shareholders in proportion to their current shareholdings in the company or in deviation from the shareholders' pre-emptive right through a directed share issue, if the company has a weighty financial reason to do so, such as financing or implementing mergers and acquisitions, developing the company's equity structure, improving the liquidity of the company's shares, settling the payment of the annual fees payable to the members of the Board of Directors or implementing the share-based incentive programs of the company. Upon the issuance of the new shares, the subscription price of the new shares shall be recorded to the invested unrestricted equity reserves. In case of a transfer of the company's own shares, the price payable for the shares shall be recorded to the invested unrestricted equity reserves.

The Board of Directors will decide upon other terms and conditions related to the share issues. The authorization would be valid until the end of the next Annual General Meeting, however, no longer than until June 30, 2018.

 

Authorization to decide on the share issue related to the implementation of the share-based commitment and incentive program

The Annual General Meeting on March 28, 2012, authorized the Board of Directors to decide to transfer Company's own shares held by the Company or to issue new shares in one or more tranches limited to a maximum of 440,000 shares, deviating from the shareholders' pre-emptive subscription right, to the Company’s key persons as part of the share-based commitment and incentive program released on February 16, 2012.  The proposed maximum aggregate amount of the authorization corresponds to approximately one percent of all the existing shares in the Company.

The Company's own shares held by the Company may be transferred and the new shares may be issued without payment to the key persons who have purchased the Company’s shares in accordance with the terms of the share-based commitment and incentive program decided by the Board of Directors and released by the Company on February 16, 2012.  The implementation of the share-based commitment and incentive program constitutes a weighty financial reason for the Company to deviate from the shareholders' pre-emptive subscription right.

The Board of Directors will decide upon other terms related to share issues. The authorization will be valid for five (5) years from the decision.