Updated: 24.1.2012
ShareCorporate governance
Authorisations
Authorisation to decide on the repurchase of the Company's shares
The AGM held on 5 April 2011 authorised the Board to decide on the repurchase of a maximum of 16,000,000 of the Company's own shares, accounting for 9.8% of total voting rights that the maximum number of own shares covered by the authorisation would provide entitlement to. This authorisation is effective until 30 June 2012.
These shares will be purchased with funds from the Company's unrestricted shareholders' equity, and the repurchases will reduce funds available for distribution on profits. The shares will be repurchased to develop the Company's capital structure, carry out or finance potential corporate acquisitions or other business arrangements, or to be transferred for other purposes, retained as treasury shares, or cancelled.
The shares can be repurchased either through a tender offer made to all shareholders on equal terms or in other proportion than that of the current shareholders at the market price of the repurchase moment on the NASDAQ OMX Helsinki Ltd.
Authorisation to decide on the issue of shares
The AGM of 8 April 2010 authorised the Board to decide on the issue of new shares, the transfer of treasury shares, and the issuance of special rights entitling to shares. The authorisation is valid until 30 June 2013. The authorisation does not exclude the right of the Board of Directors to decide on a directed share issue.
With this authorisation, and as a result of the use of special rights, the Board is authorised to decide on an issuance of a maximum of 82,000,000 new shares and transfer of a maximum of 5,000,000 treasury shares, together accounting for 35.5% of total voting rights that the maximum number of own shares covered by the authorisation would provide entitlement to. In a directed share issue, a maximum of 41,000,000 shares can be issued or transferred.
With this authorisation, the Board is authorised to issue a maximum of 5,000,000 stock options as part of an incentive programme of the Company.
Under this authorisation, the Board decided on 22 December 2010 on the issuance of Stock Options Scheme 2010 and on 20 December 2011 on the issuance of Stock Option Scheme 2011.
