The Annual General Meeting, held on February 10, 2011 decided, according to the Board of Directors proposal for the following authorizations:
AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE ON THE DISTRIBUTION OF THE ASSETS OF THE COMPANY
The Board of Directors was authorized, in accordance with its proposal, to resolve at its discretion on a possible distribution of assets as dividend or assets from the reserve for invested unrestricted equity if the financial position of the company supports that. The maximum aggregate amount of the distribution of assets is EUR 0.05 per share. The authorization includes the right of the Board of Directors to resolve on all other terms and conditions relating to the distribution of assets. The authorization is valid until the next Annual General Meeting.
AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE ON THE ACQUISITION OF THE COMPANY’S OWN SHARES
The Board of Directors was authorized, in accordance with its proposal, to resolve on the acquisition of the company’s own shares, in one or several instalments, on the following terms and conditions:
Based on the authorization an aggregate maximum of 4,000,000 own shares constituting approximately 9.4% of all the shares in the company may be acquired by using the company’s unrestricted equity. The shares may be acquired in public trading arranged by the NASDAQ OMX Helsinki Oy at the prevailing market price on the date of acquisition, or at the price otherwise formed on the market. The Board of Directors shall resolve on all other terms and conditions relating to the acquisition of the company’s own shares. The acquisition may be concluded using, inter alia, derivatives and the company’s own shares may be acquired otherwise than in proportion to the holdings of the shareholders (directed acquisition). The authorization is valid until the next Annual General Meeting. The authorization shall supersede the authorization given by the Annual General Meeting on 9 February 2010 to resolve on the acquisition of the company’s own shares.
AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE ON THE ISSUE OF SHARES AS WELL AS THE ISSUE OF OPTIONS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES
The Board of Directors was authorized, in accordance with its proposal, to resolve on the issuance, in one or several instalments, of shares as well as option rights and other special rights pursuant to chapter 10, section 1 of the Finnish Companies Act, so that the aggregate maximum number of new shares issued on the basis of the authorization, whether as an issue of shares or based on option rights and other special rights pursuant to chapter 10, section 1 of the Finnish Companies Act, does not exceed 13,000,000 new shares. In addition, a maximum number of 4,000,000 own shares held by the company may be transferred in connection with a share issue and/or received based on special rights entitling to shares. The authorization includes the right to resolve on a directed issue deviating from the shareholders' pre-emptive subscription right and the right to resolve on a directed share issue without payment. The authorization is in force until the 2013 Annual General Meeting. The earlier authorization is terminated with this authorization.
Updated February 14, 2011
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