The AGM authorized the Board of Directors to resolve on the acquisition or accepting as pledge of a maximum of 1,849,713 of the company’s own shares in one or more tranches using the company’s unrestricted equity.
Own shares may be acquired and/or accepted as pledge in order to, inter alia, develop the company’s capital structure, finance or implement any corporate acquisitions or other transactions, implement share-based incentive plans, pay board fees or otherwise transfer or cancel them.
Own shares may be acquired in public trading on marketplaces whose rules and regulations allow the company to trade in its own shares. In such a case, own shares are acquired through directed acquisition, i.e. in a proportion other than its shareholders’ holdings of company shares, and the consideration paid for the shares is based on their publicly quoted market price of the company’s share so that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorization period and their maximum price equals the highest market price quoted in public trading during that period.
The authorization is effective until the end of the Annual General Meeting to be held in 2027, yet no further than until 30 June 2027. This authorization cancels the authorizations to decide on the acquisition or acceptance as pledge of own shares granted at the earlier General Meetings.
The AGM authorized the Board of Directors to decide on issuing a maximum of 3,699,425 new shares in a share issue or on granting special rights (including stock options) entitling holders to shares as referred to in Chapter 10 Section 1 of the Limited Liability Companies Act, as well as the conveyance of up to the same maximum number (3,699,425) of treasury shares held by the company, in one or several tranches.
In practice, the above authorization includes that the Board of Directors may first decide on one or more share issues (up to the maximum number of 3,699,425 new shares) without consideration to the company itself and then further convey such treasury shares (up to the maximum number of 3,699,425 shares) against consideration (including as shares to be received based on stock-options or other special rights issued based on the same authorization).
This authorization may be used to, inter alia, finance and implement any prospective corporate acquisitions or other transactions, to implement the company’s share-based incentive plans, or for other purposes determined by the Board.
The authorization grants the Board the right to decide on all terms and conditions governing said share issue and the granting of special rights entitling to shares, including the subscribers or the grantees of said special rights entitling to shares and the payable consideration. The authorization also includes the right to issue shares and special rights entitling to shares by deviating from the shareholders’ pre-emptive rights, i.e. in a directed manner. The authorization of the Board covers both the issue of new shares and the assignment of any shares that may be held in the company’s treasury.
The authorization is effective until the closing of the Annual General Meeting to be held in 2027, yet no further than until 30 June 2027. This authorization cancels previous authorizations resolved in General Meetings concerning the issue of shares and special rights entitling to shares.