Board’s authorisations

Annual General Meeting 9.5.2019

The Annual General Meeting authorised the Board of Directors to decide on issuing a maximum of 220,000 shares as part of the personnel’s incentive schemes. This authorisation applies to issuing new shares as well as the company’s own shares held by it. The share issue authorisation is valid for four years from the decision of the Annual General Meeting.

Annual General Meeting 25.6.2020

The Annual General Meeting authorised the Board of Directors to decide on issuing a maximum of 170,000 shares as part of the personnel’s incentive schemes. This authorisation applies to issuing new shares as well as the company’s own shares held by it. The share issue authorisation is valid for four years from the decision of the Annual General Meeting. The authorisation does not revoke the previous authorisations granted by the Annual General Meeting to the Board of Directors on 9 May 2019  to the extent that the previous authorisation concerns shares issued as part of the personnel incentive schemes.

Annual General Meeting 6.5.2021

The Annual General Meeting authorised the Board of Directors to decide on the acquisition of at most 230,000 of the company’s shares, in one or more instalments, using the company’s unrestricted equity. The authorisation gives the Board of Directors the right to decide on the acquisition of shares otherwise than in proportion to the shareholdings of the shareholders (directed acquisition). The authorisation covers the acquisition of shares either on the First North market in accordance with its rules and guidelines, in which case the purchase price will be determined by the share price at the time of acquisition, or by means of a purchase offer to the shareholders, in which case the purchase price must be the same for all shareholders.

The company’s own shares will be purchased to be used for carrying out acquisitions or other arrangements related to the company’s business, to improve the company’s financing structure, as part of the implementation of the company’s incentive schemes or to be transferred or nullified. The authorisation includes the right for the Board of Directors to decide on all other terms and conditions pertaining to the acquisition of the company’s own shares. The authorisation is valid until the end of the next Annual General Meeting, but until 30 June 2022 at the latest.

The Annual General Meeting authorised the Board of Directors to decide on issuing a maximum of 660,000 shares. This authorisation applies to issuing new shares as well as the company’s own shares held by it. The maximum amount corresponds to 11.4% of all of the shares of the company. The shares can be issued as consideration in business arrangements (at most 580,000 shares) or as part of the personnel’s incentive schemes (at most 80,000 shares). The share issue authorisation with regard to shares used for acquisitions and restructuring is valid until the end of the next Annual General Meeting, but until 30 June 2022 at the latest, while the share issue authorisation with regard to shares related to incentive schemes for the company’s personnel is valid for four years from the decision of the Annual General Meeting. The authorisation does not revoke the previous authorisations granted by the Annual General Meeting to the Board of Directors on 9 May 2019 and 25 June 2020 to the extent that the previous authorisations concern shares issued as part of the personnel incentive schemes.

The Annual General Meeting authorised the Board of Directors to decide on a donation of at most EUR 50,000 to training and research activities that support the company’s business or non-profit or comparable causes.

Annual General Meeting 5.5.2022

The General Meeting authorised the Board of Directors to decide on issuing a maximum of 683,000 shares. The shares can be used for financing acquisitions or restructuring, a maximum of 483,000 shares, as part of the personnel’s incentive schemes, a maximum of 200,000 shares, or for other purposes in the way and to the extent decided by the Board of Directors.

The authorisation concerns issuing new shares as well as transferring treasury shares held by the company (share issue). The authorisation entitles the Board of Directors to decide on all other terms of the issuance of shares. The Board of Directors may decide to issue shares otherwise than in proportion to the shareholdings of the shareholders (directed share issue).

The share issue authorisation with regard to shares used for acquisitions and restructuring is valid until the end of the next Annual General Meeting, but until 30 June 2023 at the latest, while the share issue authorisation with regard to shares related to incentive schemes for the company’s personnel is valid for four years from the decision of the Annual General Meeting. The authorisation does not revoke the previous authorisations granted by the Annual General Meeting to the Board of Directors on 25 June 2020 and 6 May 2021 to the extent that the previous authorisations concern shares issued as part of the personnel incentive schemes.

Authorisation to decide on donations

The General Meeting authorised the Board of Directors to decide on donations of at most EUR 100,000 in total to training and research activities that support the company’s business or non-profit or comparable causes.