Valid authorisations to purchase or issue shares and to grant special rights

Purchase of treasury shares
The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve on the acquisition of a maximum of 2,800,000 of the company’s own series A shares in one or more instalments with funds belonging to the company’s unrestricted equity, subject to the provisions of the Finnish Companies Act on the maximum amount of treasury shares. The company’s own Series A shares may be acquired for use as consideration in any acquisitions or other arrangements relating to the company’s business, to finance investments, as part of the company’s incentive scheme, to develop the company’s capital structure, to be otherwise further transferred, to be retained by the company, or to be cancelled.

The shares shall be acquired in a proportion other than that of the shareholders’ current shareholdings in the company in public trading arranged by Nasdaq Helsinki Ltd at the trading price of the moment of acquisition. The shares shall be acquired and paid according to the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd. The Board of Directors was authorised to decide on the acquisition of own shares in all other respects.

The authorisation cancels the authorisation granted by the Annual General Meeting on 3 May 2022 to the Board of Directors to decide on the acquisition of the company’s own shares and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2024.

Issuance of shares and special rights entitling to shares
The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve on an issue of a maximum total of 5,500,000 new series A shares or series A shares possibly held by the company, in one or more instalments, by issuing shares and/or option rights or other special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation can be used for the financing or execution of any acquisitions or other arrangements or investment relating to the company’s business, for the implementation of the company’s incentive scheme or for other purposes subject to the Board of Directors’ decision.

The authorisation includes the Board of Directors’ right to decide on any terms and conditions of the share issue and the issue of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation thus also includes the right to issue shares 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 cancels the authorisation granted by the Annual General Meeting on 3 May 2022 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2024.

Donations
The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to donate a maximum of  EUR 100,000 of the company’s distributable funds to support activities of colleges, universities, or other educational institutions or to support other charitable or similar purposes and at the same time authorised the Board to decide on payment schedules for donations and other terms of the donation.