Authorizations of the AGM
Updated 19 June 2024
Authorization to resolve on a rights offering
On May 17 2024 the Extraordinary General Meeting authorized the Board of Directors to resolve on the Offering as follows:
The shares to be issued under the authorization are new shares. Under the authorization, a maximum of 265 million shares can be issued.
The shareholders have a pre-emptive right to the new shares in the same proportion as they already hold shares in the Company. However, shares not subscribed by shareholders may be offered on a secondary basis for subscription by other shareholders or by other persons. The Board of Directors is entitled to decide to whom the shares that remain unsubscribed will be offered. Subscriptions will be paid in cash.
The Board of Directors is authorized to resolve on all other terms and conditions of the Offering.
The authorization is valid until 31 December 2024.
The authorization does not revoke the authorization granted by the Annual General Meeting on 26 March 2024 to the Board of Directors to resolve on share issues and granting of special rights entitling to shares.
Authorization for the repurchase and/or on the acceptance as pledge of the Company’s own shares
On March 26 2024 the Annual General Meeting authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares as follows:
The amount of own shares to be repurchased and/or accepted as pledge on the basis of the authorization shall not exceed 600,000 shares in total, which corresponds to approximately 5.0 per cent of all the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides on how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase). The Board of Directors shall decide on other terms of the share repurchase and/or acceptance as pledge.
Shares may be repurchased to be used as consideration in possible acquisitions or in other arrangements that are part of the Company’s business, to finance investments, as part of the Company’s incentive program or to be retained, otherwise conveyed or cancelled by the Company.
The authorization cancels the authorization given to the Board of Directors by the General Meeting on 10 May 2023 to decide on the repurchase and/or acceptance as pledge of the Company’s own shares. The authorization is effective until the end of the next AGM, however, no longer than until 30 June 2025.
Authorization for the issuance of shares as well as the issuance of special rights entitling to shares
On 26 March 2024 the Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows:
The amount of shares to be issued on the basis of the authorization may be a maximum of 2,379,000 new shares, which corresponds to approximately 20.0 per cent of all shares in the company, and/or a maximum of 600,000 Company’s own shares.
The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights. The shares to be issued based on the authorization can be used as consideration in possible mergers and acquisitions and other business arrangements, to finance investments or as a part of the Company’s incentive program for personnel.
The authorization shall be valid until the next AGM, however, until 30 June 2025 by latest. The authorization cancels previous unused authorizations to issue shares or special entitlement of shares.