Authorisations

Valid authorisations and authorisation to grant special rights and purchase of treasury shares

The General Meeting authorised the Board of Directors to decide, on one or several occasions, on the issue of a maximum of 12,800,000 new A-series shares or on any A-series shares held by the company through a share issue and/or by granting option rights or other special rights entitling people to shares as referred to in Chapter 10, section 1 of the Companies Act. The authorisation is intended to be used for the financing or execution of any acquisitions or other arrangements or investments related to the company’s business, for the implementation of the company’s incentive programme, or for other purposes subject to the Board’s decision.

The Board is also authorised to decide on all terms and conditions of the share issue and of the granting of special rights as referred to in Chapter 10, section 1 of the Companies Act. The authorisation thus includes the right also to issue shares in deviation from the proportion of the shares held by the shareholders under the conditions provided by law, the right to issue shares against or without payment, and the right to decide on a share issue to the company itself without payment – subject to the provisions of the Companies Act regarding the maximum number of treasury shares to be held by a company. The authorisation shall supersede the share issue authorisation granted by the Annual General Meeting on 29 April 2010 to the Board of Directors and be valid until the closing of the next Annual General Meeting or until 30 June 2012, whichever is first.

The General Meeting authorised the Board of Directors to decide, on one or several occasions, on the acquisition of a maximum of 2,800,000 of the company’s own A-series shares with funds belonging to the company’s unrestricted equity, subject to the provisions of the Limited Liability Companies Act regarding the
maximum number of treasury shares to be held by a company. The company’s A-series shares may be acquired for use as consideration in any acquisitions or other arrangements related to the company’s business, to finance investments, as part of the company’s incentive scheme, to develop the company’s capital structure, to be otherwise further transferred, to be retained by the company, or to be cancelled.

The shares shall be acquired in a proportion other than that of the shareholders’ current shareholdings in the company in public trading arranged by NASDAQ OMX Helsinki Ltd at the trading market price for the moment of acquisition. The shares shall be acquired and paid for in accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Oy.

The Board of Directors was authorised to decide on the acquisition of the company’s own shares in all other respects. The authorisation shall supersede the authorisation granted by the Annual General Meeting on 29 April 2010 to the Board of Directors to decide on the acquisition of the company’s own shares and be valid until the closing of the next Annual General Meeting or until 30 June 2012, whichever is first.