Authorizations of the Board of Directors

Authorization of the Board of Directors to decide on the acquisition of Relais’ own shares

On 13 April 2022, the Annual General Meeting of Relais authorized the Board of Directors to resolve on the acquisition or accepting as pledge of a maximum of 1,794,143 of the company’s own shares in one or more tranches using the company’s unrestricted equity. The company may buy back shares in order to develop its 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.

The company may buy back shares in public trading on marketplaces whose rules and regulations allow the company to trade in its own shares. In such a case, the company buys back shares through a directed purchase, i.e. in a proportion other than its shareholders’ holdings of company shares, with the consideration paid for the shares based on their publicly quoted market price 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 2023, yet no further than until 30 June 2023. This authorization shall supersede the buyback authorization granted at the earlier General Meetings.

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

On 13 April 2022, the Annual General Meeting of Relais decided to authorise the Board of Directors to decide on the issue of up to 2,988,286 shares through a share issue or the issue of special rights under chapter 10, section 1 of the Limited Liability Companies Act that entitle their holders to shares (including option rights) in one or more instalments. 

The authorisation can be used to finance and implement acquisitions or other arrangements or implement the Company’s share-based incentive plans, or for other purposes determined by the Board. Based on the authorisation, the Board of Directors has the right to decide on all terms and conditions for the issue of shares and special rights, including the recipients of shares or special rights and the amount of the consideration to be paid. The authorisation also includes the right to issue shares in deviation from the shareholders’ pre-emptive rights – that is, in a directed manner. The authorisation also covers both the issue of new shares and the transfer of any treasury shares held by the company.

The authorisation is valid until the close of the Annual General Meeting in 2023, but no later than 30 June 2023. The authorisation revokes previous authorisations granted by General Meetings concerning the issue of shares and special rights entitling their holders to shares.