PURCHASE OF THE COMPANY'S OWN SHARES
The AGM decisions regarding the purchase and disposal of the company's own shares
Realisation of the share purchase
The AGM (27 March 2008) decisions regarding the purchase and disposal of the company's own shares:
Purchase of the company's own shares
The Annual General Meeting authorized the Board of Directors to decide on the purchase of the company's own shares on the following conditions:
The authorisation applies to a maximum of 5,000,000 company's own shares. The aggregate amount of votes pertaining to the shares is less than 5 per cent of the total share capital and voting rights of the company. The shares can be purchased for the purposes of developing the capital structure of the company or for nullification or to be used in possible incentive and compensation schemes, or as a consideration in business acquisitions and other arrangements. The shares are purchased through OMX Nordic Exchange Helsinki Oy, and therefore not from all of the shareholders in proportion to their respective shareholdings. The purchase price of the shares is based on the price in the public trading. The purchase price is paid to sellers in accordance with the rules of OMX Nordic Exchange Helsinki Oy. The purchase of the company's own shares reduces distributable equity. The authorisation is valid until the Annual Shareholders' Meeting 2009.
Disposal of the company's own shares
The Annual General Meeting authorized the Board of Directors to decide on the disposal of the company's own shares on the following conditions:
The authority applies to a maximum of 5,500,000 company's own shares. The Board of Directors is authorised to decide to whom and in which manner the company's own shares be disposed. The disposal deviates from the shareholders' pre-emptive right to purchase the company's own shares. The shares can be used as consideration in business acquisitions and other arrangements in the manner and within the scope determined by the Board of Directors. The shares can also be used as a part of possible incentive and compensation schemes. The shares can also be disposed through public trading in Helsinki Exchanges. The Board of Directors is authorised to determine and decide the consideration to paid for the disposed shares, including non-pecuniary consideration and set-off. The authorisation is valid until 31 March 2011.
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