Authorisations

Investors

Authorisations

Current authorisations granted to the Board of Directors

Nightingale’s Extraordinary General Meeting resolved on 18 February 2021 to authorise the Board of Directors to decide on the issuance of new Series B shares and/or of own Series B shares held by the company in one or more instalments against or without payment. Pursuant to the authorisation, a maximum of 41,000,000 new Series B shares may be issued and/or Series B shares held by the company to be conveyed. The authorisation includes the right to deviate from the shareholders' subscription right, provided that there is a weighty financial reason for the company to deviate. The Board of Directors is entitled to decide on the terms of the share issue or conveyance of the shares held by the company. In a share issue made in connection with the planned First North listing, the Board of Directors of the company may also decide on the issuance of new shares or conveyance of the shares held by the company to the members of the Board, provided that this is subject to the same terms as the issue of shares to other subscribers. The authorisation given to the Board of Directors also includes the right to decide whether the share subscription price is to be entered in full or in part in the reserve for invested unrestricted equity or as an increase of share capital. The authorisation is valid until 31 December 2021.

In addition, the Extraordinary General Meeting held on 18 February 2021 resolved to authorise the Board of Directors to decide on the issuance of new Series A and/or Series B shares as well as conveyance of the Series A and/or Series B shares held by the company in one or more instalments against or without payment, and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act by one or several decisions. The amount of the shares issued or conveyed by virtue of the authorisation to issue special rights entitling to shares cannot exceed 5,000,000 Series A shares and/or 19,100,000 Series B shares. The authorisation is valid until 18 February 2026.

In addition, the Extraordinary General Meeting held on 18 February 2021 resolved to authorise the Board of Directors to decide on the repurchase of the company's own Series B shares and EMP shares in one or several tranches. The number of own shares to be repurchased shall not exceed 12,200,000 Series B shares and/or 602,000 EMP shares, subject to the provisions of the Finnish Companies’ Act on the maximum number of own shares owned by or pledged to the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation. The authorisation is valid until 19 August 2022.

On 4 December 2020, the Annual General Meeting of the company resolved to authorise the Board of Directors of the company to resolve on the issuance of shares in one or several parts against payment. The aggregate number of shares to be issued must not exceed 20,000 Series A shares. The Board of Directors of the company may resolve to issue new shares or to transfer own shares possibly held by the company. The authorisation entitles the Board of Directors to decide on all other matters related to the issuance of shares, including the right to deviate from the pre-emptive right of shareholders to subscribe for shares to be issued.

On 14 November 2019, the Extraordinary Shareholders’ Meeting of the company authorised the Board of Directors of the company to resolve on a directed share issue of new Series B shares to convert the capital loans under the Kirin and Mitsui Agreements. Under this authorisation, a maximum of 7,000,000 new Series B shares may be issued. The authorisation is valid until further notice.

On 6 April 2018, the company’s Shareholders resolved to authorise the Board of Directors of the company to decide upon the issuance of new shares and options in one or several tranches. The authorisation was for the issuance of a maximum of 13,466 EMP shares or options. Each option entitles its holder to subscribe for one new EMP share in the company so a maximum aggregate of 13,466 new EMP shares may be issued. The authorisation is valid until further notice.