_Investors
Avidly

Board authorisations

Avidly Plc's former name was Zeeland Family Plc. Company names in old Board authorisations have not been changed retroactively.

Board authorisations

Authorisation to acquire the company's own shares

The Annual General Meeting resolved on 5 April 2018, in accordance with the proposal of the Board of Directors and by revoking the previous authorisations, to authorise the Board of Directors to resolve upon the acquisition the company’s own shares in one or more instalments. The maximum amount of shares to be acquired under the authorisation is 139 786 shares, which amount corresponds to approximately 10 percent of all shares in Zeeland Family Plc on the date of the notice to the annual 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 market place maintained by Nasdaq Helsinki at the time of the applicable acquisition.

The Board of Directors is otherwise authorized 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 Zeeland Family Plc has weighty financial grounds for such directed acquisitions of own shares at the time of such acquisitions. The authorisation shall be used in connection with transactions important to Zeeland Family 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 shall be valid until 30 June 2019.

Zeeland Family Plc acquired its own shares in 2017-2018 by virtue of previous authorisation. The acquisitions concerning the company’s own shares ended on 3 April 2018. After this, shares have been returned to the company and the company has transferred shares as part of business transactions. At the year end, Avidly held a total of 19,212 treasury shares. 

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

The Annual General Meeting resolved on 5 April 2018, in accordance with the proposal of the Board of Directors and by revoking the previous authorisations, 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 transfer treasury shares or to resolve upon issuing of option rights or 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 and/or issuing option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1, is 600 000 shares. The amount corresponds to approximately 30 percent of all shares in Zeeland Family Plc, after all shares that can be issued, 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.

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 grounds for such deviation. The authorisation shall be valid until 30 June 2019.

There are 151 309 new or treasury shares (after 31 August 2018) that may still be issued or transferred based on the authorisation. 

Valtuutus päättää osakeannista, joka sisältää omien osakkeiden luovutuksen, Avidly AB:n koko osakekannan hankinnan mahdollisen lisäkauppahinnan maksamiseksi

The Extraordinary General Meeting resolved on 31 August 2018, in accordance with the proposal of the Board of Directors, to authorise the board of directors to resolve upon one or more directed share issues without payment directed to the shareholders of Avidly AB by deviating from the pre-emptive subscription right of the shareholders of Zeeland Family Plc. The share issue shall be used as the payment of the conditional additional purchase price regarding the purchase of Avidly AB’s shares. The authorisation includes the right to issue new shares or transfer Zeeland Family Plc’s treasury shares. The maximum amount of shares that can be issued under the authorisation, either by issuing new shares or by transferring treasury shares, is 800 000 shares.The pre-emptive subscription right of shareholders can be deviated from in the event the company has weighty financial grounds for such deviation.

The Board of Directors is otherwise entitled to resolve upon all terms and conditions of the directed share issue.
The authorisation shall be valid until 30 June 2019 and it shall not revoke any previous authorisations to issue shares.

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

 

The Extraordinary General Meeting resolved on 31 August 2018 to authorise the Board of Directors to resolve upon one or more share issues without payment and/or share issues against payment. The authorisation does not revoke either the authorisation of the Board of
Directors to resolve upon issuing a maximum of 600 000 new shares in the company, granted by the Annual General Meeting on 5 April 2018, or the other authorisations of the Board of Directors relating to share issues granted in the extraordinary general meeting on 31 August
2018. The authorisation includes the right to issue treasury shares or to resolve upon issue of option rights or 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 and/or issuing option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1, is 450 000 shares.

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 grounds for such deviation.

The Board of Directors is otherwise entitled to resolve upon all terms and conditions of the share issues. The authorisation shall be valid until 30 June 2019.

Authorisation to resolve upon a share issue

The Extraordinary General Meeting resolved on 31 August 2018 to authorise the Board of Directors to resolve upon one or more share issues with the purpose of offering the issued shares to both general public and institutional investors. The maximum amount of shares that can be issued under the authorisation is 800 000 shares. The authorisation shall concern issuing new shares in the company. The authorisation shall not limit the right of the Board of Directors to resolve upon directed issues of shares. The pre-emptive subscription right of shareholders can be deviated from in the event the company has weighty financial grounds for such deviation. The Board of Directors is otherwise entitled to resolve upon all terms and conditions of the share issues.

The authorisation does not revoke the authorisation of the Board of Directors to resolve upon issues of shares or option and other special rights granted by the Annual General Meeting on 5 April 2018, or the other authorisations of the Board of Directors relating to share issues granted in the Extraordinary General Meeting on 31 August 2018. 

The authorisation shall be valid until 30 June 2019. The Board of Directors have used this authorisation when deciding on directed share issues on November 2018 and January 2019.