Authorisation for the Board

It was noted that the Board of Directors had proposed to the General Meeting that the Board of Directors would be authorised to decide on the repurchase of the Com pany’s own shares under the following terms and conditions: 

• By virtue of the authorisation, the Board of Directors is authorised to decide on the repurchase and/or acceptance as pledge of a maximum of 2,000,000 Company’s own shares using the Company’s non-restricted equity. This number of shares cor responds to approximately 5.2% of the Company’s total number of shares on the date of the notice to the Meeting. 
• Shares may be repurchased in one or more instalments. The Company’s own shares will be repurchased otherwise than in proportion to the existing sharehold ings of the Company’s shareholders through trading on regulated market organized by Nasdaq Helsinki Ltd (“Stock Exchange”) at the market price quoted at the time of the repurchase. Shares will be acquired and paid for in accordance with the rules of the Stock Exchange and Euroclear Finland Oy. 
• The purpose of the repurchase and/or acceptance as pledge of shares is to develop the Company’s capital structure and/or to use the shares as consideration in poten tial acquisitions, other business arrangements, as part of the Company’s share based incentive programme, or to finance investments. The repurchased shares may either be held by the Company or be cancelled or conveyed. The Board of Directors shall decide on other terms and conditions related to the repurchase and/or acceptance as pledge of shares.
  
  

The authorisation shall be valid for 18 months. The authorisation shall revoke the previous authorisations for repur chasing the Company’s own shares.

It was noted that the Board of Directors had proposed to the General Meeting that the Board of Directors would be authorised to decide, in one or more instalments, on issuance of new shares or shares possibly held by the Company through share issue and/or issuance of option rights or other special rights entitling to shares, re ferred to in Chapter 10, Section 1 of the Finnish Companies Act, so that by virtue of the authorisation altogether 2,000,000 shares may be issued and/or conveyed at the maximum. This number of shares corresponds to approximately 5.2% of the Company’s total number of shares on the date of the notice to the Meeting. 

The authorisation is proposed to be used for the financing or execution of potential acquisitions or other arrangements or investments relating to the Company’s busi ness, for the implementation of the Company’s incentive scheme or for other pur poses subject to the Board of Directors’ decision.

The authorisation is proposed to entitle the Board of Directors to decide on all terms and conditions of the share issue and the issuance of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation thus includes the right to issue shares also in a proportion other than that of the shareholders’ current shareholdings in the Company under the conditions provided in law, the right to issue shares against payment or without charge as well as the right to decide on a share issue without payment to the Company itself, subject to the provisions of the Finnish Companies Act on the maximum amount of treasury shares. 

The authorisation is proposed to be valid for 18 months. The authorisation shall revoke the previous authorisations to decide on the share issue and the issuance of special rights entitling to shares.