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Board of Director's authorisations

The current authorisation of the Board, described below, was decided on by the Annual General Meeting (AGM) of Pöyry PLC on 10 March 2016. More information can be found in the related company announcement and AGM material.

Authorisation to issue shares

The AGM authorised the Board of Directors to decide to issue new shares and to convey the company's own shares held by the company in one or more tranches. The share issue can be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors and in relation to a share issue against payment at a price to be determined by the Board of Directors.

The authorisation also includes the right to issue special rights, in the meaning of Chapter 10 Section 1 of the Companies Act, which entitle to the company's new shares or the company's own shares held by the company against consideration.

A maximum of 11 800 000 new shares can be issued. A maximum of 5 900 000 own shares held by the company can be conveyed.

Based on the authorisation, the Board of Directors has the authority to decide on a share issue and issue of special rights in deviation of the pre-emptive subscription right of the shareholders (directed issue) subject to the conditions mentioned in the Companies Act. The authorisation can be used e.g. in order to strengthen the company’s capital structure, to broaden the company’s ownership, to be used as payment in corporate acquisitions or when the company acquires assets relating to its business and as part of the company’s incentive programmes. 

In addition, the authorisation includes the right to decide on a share issue without consideration to the company itself so that the amount of own shares held by the company after the share issue is a maximum of one-tenth (1/10) of all shares in the company. Pursuant to Chapter 15 Section 11 Subsection 1 of the Companies Act, all own shares held by the company and its subsidiaries are included in this amount.

The authorisation shall be in force 18 months from the decision of this AGM. The authorisation granted to the Board of Directors by the previous AGM regarding issuing shares expired simultaneously.