Authorizations of the AGM

Updated 25 March 2022

Authorization to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares

On 25 March 2022 the Annual General Meeting authorized the Board of Directors to repurchase and/or accept 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 23 March 2021 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 Annual General Meeting, however no longer than until 30 June 2023.

Authorization on the issuance of shares and special rights entitling to shares

On 25 March 2022 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 1,189,684 new shares, which corresponds to approximately 10.0 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 (directed issue). 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 Annual General Meeting, however, until 30 June 2023 by latest. The authorization cancels previous unused authorizations to issue shares or special entitlement of shares.