_Investors
Avidly

Board authorisations

 

Authorisation to acquire the company's own shares

 

The Annual General Meeting resolved on 1 April 2019, 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 236,877 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 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 2020.

Updated information about acquisitions of own shares is found in Company News.

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 1 April 2019, 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 1,000,000 shares. The amount corresponds to approximately a maximum of 30 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 not revoke the valid authorisation granted to the Board of Directors on 31 August 2018 to directly issue, without payment, maximum of 800 000 new company shares in order to pay an additional purchase price for Avidly AB’s shares. 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 2020.

Authorisation to resolve upon a share issue, which includes transfers of treasury shares in order to pay the possible additional purchase price related to acquisition of all shares of Avidly AB

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 the company. 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 of the copmany'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.