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Osakeannit ja valtuutukset

Board authorisations

Authorisation to acquire company's own shares

Avidly Plc's annual general meeting held on 1 April 2020 resolved, in line with the proposal by the Board of Directors and by revoking the previous, unused authorisations, to authorise the Board of Directors to resolve upon the acquisition of the company’s own shares in one or more instalments. The maximum amount of shares to be acquired under the authorisation is 248,750 shares, corresponding to approximately a maximum of 10 percent of all shares in Avidly Plc on the date of the notice to the general meeting. Any acquisition under the authorisation may only be carried out by using the company’s non-restricted equity and at a value formed in Nasdaq First North Growth Market market place maintained by Nasdaq Helsinki Ltd (Helsinki Stock Exchange) at the time of the applicable acquisition.

The Board of Directors is otherwise be authorised to resolve upon all terms and conditions of the aforementioned acquisitions, including the procedure by which the shares shall be acquired. The authorisation shall not limit the right of the Board of Directors to resolve upon directed acquisitions of own shares, provided that Avidly Plc has weighty financial grounds for such. The authorisation is proposed to be used in connection with transactions important to Avidly Plc, such as when executing arrangements or transactions relating to the company’s business or in connection with other situations as resolved upon the Board of Directors from time to time, provided that there are weighty financial grounds for acquiring own shares. The acquired shares may be held in the company’s possession or they may be annulled or further transferred. The authorisation is valid until 30 June 2021.

Authorizing the board of directors to resolve upon a share issue, which includes transfers of treasury shares and issues of option or other special rights entitling to shares

Avidly Plc's annual general meeting held on 1 April 2020 resolved, in line with the proposal by the Board of Directors, to authorise the Board of Directors to resolve upon one or more share issues without payment and/or share issues against payment. The authorisation includes the right to issue new shares or to transfer treasury shares possessed by Avidly Plc or to resolve upon issuing of option rights and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1. The maximum amount of shares that can be issued under the authorisation, either by issuing new shares, transferring treasury shares possessed by Avidly Plc or by issuing option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1, is 3,700,000 shares. The amount corresponds to approximately a maximum of 59.8 percent of all shares in Avidly Plc, after all shares that can be issued and/or all treasury shares that can be transferred and/or all shares that can be issued based on option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1 have been issued and/or transferred pursuant to a decision made under the authorisation. The authorisation shall not limit the right of the Board of Directors to resolve upon directed issues of shares or option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act 10 Section 1.

The authorisation shall be used in connection with arrangements that are important to the company, such as in transactions and business acquisitions or in connection with financing of other business arrangements or investments. The authorisation may also be used for expanding the company’s ownership structure, providing incentives to the company’s employees or for strengthening employee engagement or in connection with other applicable situations as resolved upon the Board of Directors from time to time, provided that there are weighty financial grounds for issuing shares or option or other special rights set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1. The pre-emptive subscription right of shareholders can be deviated from in the event the company has weighty financial ground for such deviation, or when required by the Finnish Limited Liability Companies Act, when the company has especially weighty financial ground. The authorisation is valid until 30 June 2021.