Board of directors’ authorizations

Authorisations granted to the Board of Directors

On 27 March 2018, the Annual General Meeting authorised the Board of Directors to decide on share issues. The authorisation includes the right to issue new shares or transfer Apetit Plc shares held by the company. The authorisation covers a maximum total of 626,757 shares, consisting of up to 520,331 new shares and 106,426 Apetit Plc shares held by the company (the company held a total of 94,700 treasury shares on 30 June 2020).

The subscription price for each new share will be at least the share’s nominal value (EUR 2). The transfer price for Apetit shares held by the company will be at least the market value of the share at the time of transfer, which is determined by the price quoted in public trading on the Nasdaq Helsinki. The Board of Directors will also have the right to issue shares against considerations other than cash. In the implementation of share-based incentive or reward schemes, shares can also be issued without consideration.

The authorisation includes the right to deviate from the shareholders’ pre-emptive subscription right (targeted issue) if the company has an important financial reason for doing so, such as the development of the company’s capital structure, the financing and implementation of corporate acquisitions or other arrangements, or the implementation of a share-based incentive or reward scheme.

The authorisation is valid until the 2021 Annual General Meeting.

Use of the authorisations granted to the Board of Directors

In accordance with a decision made by the Supervisory Board regarding the remuneration of Board members, a total of 6,255 Apetit Plc shares held by the company were transferred to the Board members on 3 December 2019.