Authorisations

Current authorisations granted to the Board of Directors

Annual General Meeting 2023

Authorisation to decide on the repurchase of company’s own shares

Nightingale’s Annual General Meeting resolved on 16 November 2023 to authorise the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions:

By virtue of the authorization, the Board of Directors is entitled to repurchase a maximum of 2,058,592 A-series shares and 3,915,397 B-series shares by using the non-restricted equity of the company. The shares may be repurchased in one or more lots.

The company’s own shares shall be repurchased at the market price prevailing at the time of the repurchase through public trading on Nasdaq First North Growth Market Finland marketplace organized by Nasdaq Helsinki Ltd or otherwise at a market price. The authorization entitles the Board of Directors to decide on the repurchase also other than in proportion to the shareholdings of the shareholders (directed repurchase).

The shares may be repurchased to be used in the implementation of possible acquisitions or other arrangements within the company’s business, to finance investments, to develop the company’s financial structure, as part of the implementation of possible incentive schemes of the company and/or otherwise to be kept by the company, transferred or cancelled.

The authorization includes the right of the Board of Directors to decide on other terms and conditions related to the repurchase of the company’s own shares. The authorization is valid for 18 months.

Authorisation to decide on the share issue and granting of special rights entitling to shares

Nightingale’s Annual General Meeting resolved on 16 November 2023 to authorise the Board of Directors to decide on issuing new shares, conveying the company’s own shares held by the company and/or granting of special rights referred to in Chapter 10, Section 1 of the Companies Act on the following terms and conditions:

Maximum amount of shares to be issued

By virtue of the authorization, the Board of Directors is entitled to issue and/or convey a maximum of 594,992 A-series shares under one or more decisions. The share issue and shares granted under the special rights are included in the specified maximum amount.

In addition, by virtue of the authorization, the Board of Directors is entitled to convey a maximum of 577,920 EMP-series shares held by the company under one or more decisions.

The authorization does not apply to the company’s B-series shares.

The authorization does not revoke or change the authorization resolved at the Extraordinary General Meeting held on 18 February 2021, which is valid until 18 February 2026. By virtue of the granted authorization and the unused part of the already valid authorization, the Board of Directors is entitled to issue and/or convey no more than 2,058,592 A-series shares and 7,900,000 B-series shares of the company in total. The share issue and shares granted under the special rights are included in the mentioned maximum amounts. In addition, by virtue of the authorization, the Board of Directors is entitled to convey a maximum of 577,920 EMP-series shares held by the company.

Other conditions

The shares may be issued either against payment or without payment and they may also be issued to the company itself. The authorization entitles the Board of Directors to implement the share issue also as a directed issue. The authorization may be used in the implementation of possible acquisitions or other arrangements within the company’s business, to finance investments, to develop the company’s financial structure, as part of the implementation of possible incentive schemes of the company and/or for other purposes decided by the Board of Directors.

The authorization includes the right of Board of Directors to decide on other terms and conditions of the share issue and granting of special rights referred to in Chapter 10, Section 1 of the Companies Act. The authorization is valid for 18 months.

Extraordinary General Meeting 2021

Nightingale’s Extraordinary General Meeting resolved on 18 February 2021 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.