Valid authorisations

Valid authorisations

Authorisation to decide on the purchase of the company’s own shares

Silmäasema’s Annual General Meeting on 11 April 2018 authorised the Board of Directors to resolve on the acquisition of the company’s own shares in one or several instalments using funds belonging to the unrestricted equity of the company, such that the maximum quantity of shares purchased would be 1,400,000 shares which equates to approximately ten (10) per cent of all the shares in the Company.

The shares can be acquired through public trading organised by Nasdaq Helsinki Oy in accordance with its rules or using other methods. The consideration paid for the acquired shares should be based on the market price.

The authorisation shall also entitle the Board of Directors to resolve on an acquisition of shares otherwise than in proportion to the shares owned by the shareholders (directed purchase). In such event, there must exist weighty financial reasons for the company for the purchase of its own shares. Shares may be acquired to implement arrangements linked to the company’s business operations, to implement the company’s share-based incentive programmes or to be otherwise transferred or be cancelled. The acquired shares can also be held by the company itself.

The Board of Directors was authorised to resolve on all other conditions and matters pertaining to the acquisition of its own shares. The acquisition of the company’s own shares will reduce the unrestricted equity of the company.

The authorisation shall remain in force until the next annual general meeting. The authorisation shall replace the company’s previous authorisations regarding the purchase of company’s own shares.

Authorisation to decide on a share issue, on the issuance of options and other special rights entitling to shares, as well as the conveying of own shares

Silmäasema’s Annual General Meeting on 11 April 2018 authorised the Board of Directors to decide on the issue of a maximum of 2,000,000 shares through a share issue or by granting option rights or other special rights entitling to shares in one or several instalments. The maximum amount of shares (2,000,000) to be issued based on this authorization equates to approximately fourteen (14) per cent of all the shares in the Company. The authorization shall include the right to issue either new shares or the company’s own shares held by the company either against payment or without consideration. Contrary to the shareholder’s pre-emptive rights, new shares may be issued directly if there exists a weighty financial reason for the company to implement such directed share issue or, in the case of an issue without consideration, an especially weighty financial reason for it both for the company and with regard to the interests of all shareholders. The Board of Directors was authorised to resolve on all other terms and matters pertaining to the share issue, the issuance of options and to the granting of special rights entitling to shares, and to the disposal of shares.

The authorisation may be used, inter alia, to develop the capital structure, to expand the ownership base, for the payment of consideration in transactions, when acquiring assets linked to the operations of the company or to implement incentive programmes.

The authorisation shall remain in force until the next annual general meeting. The authorisation shall replace the previous authorisations regarding share issue and option right.