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Authorisations 

Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The Extraordinary General Meeting 2014 decided, in accordance with the proposal of the Board of Directors, that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of special rights giving title to shares referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act by one or several decisions as follows. The number of shares to be issued shall not exceed 10,000,000 shares, which corresponds to approximately 1.69 percent of all the current shares in the company. Shares potentially issued by virtue of the special rights entitling to shares are included in the aforesaid maximum number of shares. The Board of Directors decides on all the conditions of the issuance of shares and special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of own shares held by the company. The issuance of shares and special rights giving title to shares may be carried out in deviation from the shareholders' pre-emptive rights by way of a directed issue. The authorization replaced the generic authorization of the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares resolved upon by the Annual General Meeting on 19 March 2014.  The authorization is valid until the close of next Annual General Meeting, however, no longer than until 30 June 2015.

Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares

As proposed by the Board of Directors, the AGM 2014 authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares in one or several tranches as follows. The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 20 million shares, which corresponds to approximately 3.4 per cent of all the current shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors was further authorized to decide how own shares will be repurchased and/or accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The authorisation is valid until the close of next Annual General Meeting, however, no longer than until 30 June 2015.

                                                                                                                  

                                                                                                                                                         updated on 9 July 2014

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