Authorizations by the Annual General Meeting 2019
Purchase and assignment of treasury shares
The General Meeting authorized the Board of Directors to decide on the purchase of the company's treasury shares using assets belonging to unrestricted equity on the following conditions:
Up to 2,000,000 shares may be purchased, corresponding to 7.05% of all the company's shares. The purchase 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 acquired 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 authorization issued includes the right to decide whether the shares will be acquired in a private placement or in proportion to the shares owned by shareholders. The acquisition 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 purchase of shares.
Deciding on the issuing of shares
The General Meeting authorised the Board of Directors to decide on the issuing of new shares and the assignment of treasury shares in the possession of the company 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 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 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 financial reason for it from the point of view of the company and taking into account the benefit of all its shareholders.
This authorization is valid for 18 months from the date of the close of the Annual General Meeting, and it cancelled the authorization to purchase the company's treasury shares issued at the General Meeting on 21 March 2018.