Authorisations granted to the Board of Directors

Authorisations

Authorisation of the Board of Directors to resolve on a share issue, the transfer of own shares and the issuance of special rights entitling to shares
The AGM decided, in accordance with the Board of Directors’ proposal to authorise the Board of Directors to resolve on the issuance of shares or transfer of the Company’s shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, subject to the following conditions:

Shares and special rights can be issued or disposed of in one or more instalments, either in return for payment or free of charge.

The total number of shares to be issued under the authorisation, including shares acquired on the basis of special rights, cannot exceed 3,000,000 shares, which corresponds to approximately 9 percent of the Company’s total number of shares on the day of the AGM as at the notice of the meeting.

The Board of Directors decides on all terms and conditions related to the issuance of shares. The authorisation concerns both the issuance of new shares and the transfer of own shares. A share issue and the issuance of special rights entitling to shares include the right to deviate from the pre-emptive right of shareholders if there is a weighty financial reason for the Company (special issue). A special share issue may be free of charge only if there is a particularly weighty financial reason from the point of view of the Company and in the interest of all its shareholders.

The authorisation is valid until the end of the next AGM, but not later than 30 June 2026. The authorisation revokes previous authorisations given by the AGM to decide on a share issue, as well as the option rights and the issuance of special rights entitling to shares.

Authorising the Board of Directors to decide on the repurchase of own shares
The AGM decided, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to decide on the repurchase of the Company’s own shares with funds belonging to the Company’s free equity under the following conditions:

Maximum number of 1,000,000 own shares may be repurchased, representing approximately 3 percent of the Company’s total shares according to the situation on the date of the notice of the meeting, however, in a manner that the number of own shares held by the Company does not exceed 10 percent of the Company’s total shares of the Company at any time. This amount includes the own shares held by the Company itself and its subsidiaries within the meaning of Chapter 15, Section 11 (1) of the Finnish Companies Act.

The Board of Directors is authorised to decide how to acquire own shares. Shares purchased by the Company may be held by it, cancelled or transferred. The Board of Directors decides on other matters related to the repurchasing of own shares.

The authorisation is valid until the closing of the next AGM, but not later than 30 June 2026.