Authorizations of the Board of Directors

Authorizing the Board of Directors to decide on the acquisition and/or on the acceptance as pledge of own shares

On 10 April 2025, the AGM authorized the Board of Directors to resolve on the acquisition or accepting as pledge of a maximum of 1,806,052 of 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 closing of the Annual General Meeting to be held in 2026, yet no further than until 30 June 2026. The authorization cancels the authorization granted by the Annual General Meeting on 10 April 2024 to decide on the acquisition or acceptance as pledge of own shares.

Authorizing the Board of Directors to decide on a share issue and on granting option rights and other special rights entitling to shares 

On 10 April 2025, the AGM authorized the Board of Directors to decide on issuing a maximum of 3,612,104 shares in a share issue or on granting special rights entitling to shares (including stock options) as referred to in Chapter 10 Section 1 of the Limited Liability Companies Act, in one or several tranches. 

The 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, including the subscribers or the grantees of said special rights and the payable consideration. The authorization also includes the right to issue shares in deviation 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 2026, yet no further than until 30 June 2026. The authorization cancels the authorization granted by the Annual General Meeting on 10 April 2024 concerning the issue of shares and special rights entitling to shares.