Authorisations of the Board of Directors

Authorising the Board of Directors to decide on a share issue

The Board of Directors was authorised by the AGM held on 23 March 2022 to decide on a share issue by issuing new shares on the following terms and conditions: 

Number of shares to be issued:

On the basis of the authorisation, the Board of Directors shall be entitled to decide on the issuance of no more than 14,000,000 new Class B shares. The maximum number of shares to be issued corresponds to less than 10% of all shares in the Company and less than 2% of all votes in the Company.

The new shares may be issued only against payment.

Shareholder’s pre-emptive rights and directed share issue

New shares may be issued 

  • in a targeted issue to the Company’s shareholders in proportion to their holdings at the time of the issue regardless of whether they own Class A or B shares; or
     
  • in a targeted issue, deviating from the shareholder’s pre-emptive rights, if there is a weighty financial reason, such as the development of the capital structure of the Company, using the shares as consideration in possible corporate acquisitions or other arrangements related to the Company’s business or financing investments. The authorisation may not be used as a part of the Company’s incentive system.

The new shares may not be issued to the Company itself.

Subscription price in the Balance Sheet:

The amounts paid for new shares issued shall be recorded in the reserve for invested unrestricted equity.

Other terms and validity

The Board of Directors shall decide on other matters related to the issuance of shares.

The share issue authorisation shall be valid until the next Annual General Meeting of the Company.

Authorisation to decide on the acquisition of own shares

The Board of Directors was authorised by the AGM held on 23 March 2022 to decide on the acquisition of the Company's own shares on the proposed terms and conditions:

Maximum number of shares to be acquired

On the basis of the authorisation, the Board of Directors shall be entitled to decide on the acquisition of no more than 500,000 Class B shares of the Company.

Consideration to be paid for the shares

The own shares shall be acquired at market price at the time of the acquisition quoted in trading on the regulated market organised by Nasdaq Helsinki Ltd (“Stock Exchange”), using funds in the Company’s unrestricted equity.

Targeted acquisition

The own shares shall be acquired otherwise than in proportion corresponding to the shareholders’ holdings in trading on the regulated market organised by the Stock Exchange. The shares shall be acquired and paid for in accordance with the rules of the Stock Exchange and Euroclear Finland Ltd.

Retaining, invalidation and conveyance of the shares

The own shares acquired by the Company can be retained, invalidated, or conveyed by the Company. The shares can be acquired for using them as part of the Company’s incentive system, or otherwise conveying or invalidating them.

Other terms and validity

The Board of Directors shall decide on other matters related to the acquisition of own shares.

The authorisation to acquire own shares shall be valid for 18 months from the decision of the Annual General Meeting.

Authorisation to decide on a share issue

The Board of Directors was authorised by the AGM held on 23 March 2022 to decide on a share issue by conveying the Company's own shares held by the Company on the following terms and conditions: 

Maximum amount of shares to be conveyed
On the basis of the authorisation, the Board of Directors shall be entitled to decide on the conveyance of no more than 1,000,000 own Class B shares held by the Company. The maximum number of own shares held by the Company to be conveyed represents approximately 0.7% of all shares in the Company and approximately 0.12% of all the votes in the Company.

Conveyance against and without payment
The own shares held by the Company can be conveyed either against or without payment.

Shareholders' pre-emptive rights and targeted issue
The own shares held by the Company can be conveyed

  • by selling them through trading on regulated market organised by Nasdaq Helsinki Ltd; 
  • in a targeted issue to the Company's shareholders in the proportion corresponding to their holdings at the moment of the conveyance regardless of whether they own Class A or B shares; or   
  • in a targeted issue, deviating from the shareholder’s pre-emptive rights, if there is a weighty financial reason, such as using the shares as part of the Company’s incentive system. The targeted share issue can be without payment only if there is an especially weighty financial reason in view of the Company and the interests of all its shareholders.

Subscription price in the Balance Sheet
The amounts paid for own shares conveyed shall be recorded in the reserve for invested unrestricted equity.

Other terms and validity
The Board of Directors shall decide on other matters related to the conveyance of own shares.

The authorisation to convey own shares shall be valid for five years from the decision of the Annual General Meeting

This decision cancels the share issue authorisation concerning conveyance of own shares given by the Annual General Meeting of Orion Corporation on 26 March 2019 to the extent the authorisation has not yet been exercised.