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 25 March 2021 to decide on issuance of 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.

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.

New shares may not be issued to the Company itself.

Subscription price in the Balance Sheet:

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

The authorisation does not cancel the share issue authorisation confirmed by the Annual General Meeting on 26 March 2019 concerning the conveyance of the Company’s own shares held by the Company.

Authorisation to decide on a share issue

The Board of Directors was authorised by the AGM held on 26 March 2019 to decide on a share issue in which the Company's own shares held by the Company can be conveyed on the proposed terms and conditions. The terms and conditions are as follows:  

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 850,000 own B-shares held by 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 ("Stock Exchange"); 
  • 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 A- or B-shares; or   
  • in a targeted issue, deviating from the shareholders' pre-emptive rights, if there is a weighty financial reason, such as the development of the capital structure of the Company, using the shares for financing possible corporate acquisitions or other business arrangements of the Company, financing capital expenditure or 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 benefit 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 five years from the decision of the Annual General Meeting of the Shareholders.

This decision cancels the share issue authorisation confirmed by the Annual General Meeting of Orion Corporation on 22 March 2016, for the part which has not yet been exercised.