Authorizations of the Board of Directors
The Annual General Meeting held on 31 March 2023 resolved to authorize the Board of Directors as follows.
The authorisation is valid until the next Annual General Meeting, but not later than 30 June 2024, and the previous authorisations granted by the Annual General Meeting of 23 March 2022 to the Board of Directors are revoked.
Authorization to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Board of Directors is authorized to decide on the issuance of shares as well as issuance of special rights options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act in one or more tranches as follows:
Under the authorization, a maximum of 1,953,175 shares (including shares to be issued under special rights) may be issued. This number of shares corresponds to approximately ten (10) per cent of the total number of shares in the Company at the time of the convening of the Annual General Meeting.
The Board of Directors is authorised to decide, within the limits of the aforementioned authorisation, on all terms and conditions of the share issue and the issuance of option rights and other special rights entitling to shares, including an assessment of the existence of a weighty financial reason.
The Board of Directors is authorised to decide whether the subscription price will be recorded as an increase to the share capital or in the reserve for invested unrestricted equity, in part or in full.
The shares, option rights and other special rights entitling to shares may be issued in deviation from the shareholders’ pre-emptive right, if there is a weighty financial reason for the Company to do so, as referred to in the Companies Act (directed share issue). The authorisation may in that case be used to finance acquisitions or other investments within the scope of the Company's business, to maintain and increase solvency of the group, to implement incentive and commitment programs as well as to expand the ownership base and develop the capital structure of the Company.
The total number of option rights or other special rights entitling to shares to be issued for the implementation of the Company’s incentive and commitment programs may not exceed 1 000 000 new shares and/or treasury shares held by the Company, which amount corresponds to approximately five (5) per cent of the total number of shares in the Company at the time of the convening of the Annual General Meeting. The number of shares to be issued for the implementation of the incentive and commitment programs is included in the maximum number of shares referred to in the aforementioned authorisation.
Authorizing the Board of Directors to decide on the repurchase of Company’s own shares
Board of Directors has the authorization to decide on the repurchase of the Company's own shares as follows:
The total number of Company’s own shares to be repurchased under the authorization is a maximum of 1,000,000 shares, which corresponds to approximately five (5) percent of the current number of all the Company's shares. Pursuant to the authorization, the Company's own shares can only be repurchased with unrestricted equity.
The Company's own shares can be repurchased on the repurchase date at a price formed in multilateral trading or otherwise at a price formed in the market. Shares may also be acquired outside public trading at a price that does not exceed the market price in public trading at the time of acquisition.
The Board of Directors decides how the shares are acquired. Own shares may be repurchased other than in proportion to the shares held by the shareholders (directed repurchase) if there is a weighty financial reason for doing so in accordance with Chapter 15, Section 6 of the Companies Act.
The Company's own shares may be acquired to develop the Company's capital structure, to be transferred to finance or implement possible acquisitions, investments or other arrangements related to the Company's business, to be used in the Company's incentive schemes or otherwise to be transferred, held or invalidated.