The Board of Directors of Taaleri Plc resolved on 19 December 2023 to start repurchasing the company’s own shares based on the authorization given by the Annual General Meeting held on 13 April 2023. The maximum number of the company’s own shares to be repurchased is 200,000 shares, corresponding to approximately 0.71 per cent of all the shares in the company.
The maximum amount to be used for the share repurchase is EUR 1,900,000. The shares will be repurchased using the company’s unrestricted equity. The shares will be repurchased through public trading organized by Nasdaq Helsinki Ltd at the market price as per the time of repurchase.
The repurchase of own shares started on 20 December 2023 and will end on 10 April 2024 at the latest. The company can acquire the shares for use as part of the company's incentive schemes, or it can decide to cancel any or all of the repurchased shares.
At the moment, the total number of shares in Taaleri Plc is 28,350,620. The company held 45,000 of its own shares before the start of the share repurchase.
The General Meeting decided to authorize the Board of Directors to decide on the repurchase of the company's own shares using assets belonging to unrestricted equity on the following conditions:
Up to 2,000,000 shares may be repurchased, corresponding to 7.05% of all the company's shares. The repurchase may be made in one or more instalments.
The purchase price per share shall be the price given on the Helsinki Stock Exchange or another market-based price.
The shares may be repurchased to develop the company’s capital structure, to finance or implement corporate acquisitions, investments or other arrangements related to the company’s business operations, to be used as part of the company’s incentive scheme, or to be cancelled if justified from the point of view of the company and its shareholders.
The authorisation issued includes the right to decide whether the shares will be repurchased in a private placement or in proportion to the shares owned by shareholders. The repurchase may take place through private placement only if there is a weighty financial reason for it from the company’s perspective.
The Board of Directors has the right to decide on other matters concerning the repurchase of shares.
This authorisation is valid for 18 months from the date of the close of the Annual General Meeting.
This authorisation cancels the authorisation to purchase the company's own shares issued at the General Meeting of 6 April 2022.
The General Meeting decided to authorise the Board of Directors to decide on the issue of new shares and the assignment of treasury shares in the possession of the company and/or the issuance of option rights or other special rights entitling to shares, as referred to in Chapter 10, Section 1 of the Finnish Companies Act, on the following terms:
The Board of Directors may issue new shares and assign treasury shares in the possession of the company up to a maximum of 2,500,000 shares, corresponding to 8.82% of all the company's shares.
The new shares may be issued and the treasury shares possessed by the company may be assigned and/or option rights or other special rights entitling to shares may be issued to the company’s shareholders in proportion to their ownership of shares or deviating from the shareholder’s pre-emptive subscription right in a private placement, if there is a weighty financial reason for it from the point of view of the company, such as using the shares as consideration in potential corporate acquisitions or other arrangements that are part of the company’s business operations, or to finance investments or as part of the company’s incentive scheme.
The Board of Directors may also decide on a free-of-charge share issue to the company itself.
The new shares and/or option rights or other special rights entitling to shares may be issued and the shares possessed by the company may be assigned either against payment or without payment. A private placement may only be without payment if there is an especially weighty reason for it from the point of view of the company and taking into account the benefit of all its shareholders.
The Board of Directors will decide on all other factors related to share issues and the assignment of shares and decide on all terms and conditions of the option rights and other special rights entitling to shares.
The authorisation is valid until the end of the next Annual General Meeting, however no longer than 30 June 2024.
This authorisation cancels the authorisation regarding the share issue issued at the General Meeting on 6 April 2022.