Authorisations granted to the Board of Directors
On 14 April 2018, OmaSp’s annual general meeting of the shareholders authorised OmaSp’s Board of Directors to decide on the acquisitions of the Company’s own shares.
Based on the authorisation, a maximum amount of 15,000 own shares can be acquired by a minimum acquisition price of their respective original subscription price and to a maximum acquisition price of 1.0 x the price per share (P/B) as verified in the last adopted financial statements. The acquisition will be directed towards such Company personnel, who have subscribed the Company’s shares in in the personnel offering and in accordance with the subscription terms committed themselves to offer such shares to the Company if they leave OmaSp or if OmaSp terminates or cancel their respective contract of employment. The authorisation is effective until 14 October 2019.
The general meeting of the shareholders has also on 14 April 2018 authorised the Board of Directors to pledge a maximum amount of 15,000 of the Company’s own shares. Shares which might be subject to pledging are shares subscribed for by OmaSp’s personnel in the personnel offering, which are used as collateral for loans such personnel have raised from the Company. The authorisation is effective until 14 October 2019.
The extraordinary general meeting of the shareholders held on 9 November 2018 authorised the Board of Directors to decide on the issuance of new shares. Based on the authorisation, a maximum amount of 5,000,000 new shares may be issued in one or several instalments. The authorisation contains a right to deviate from the pre-emptive subscription right of the shareholders, conditional upon that there is a weighty financial reason for the Company for such deviation. The Board of Directors has the authority to decide on the terms and conditions for the share issue, including the basis for determination of the subscription price and the final subscription price as well as the acceptance of the share subscriptions, the allocation of the issued new shares, and the final amount of issued new shares. In connection with the Offering being made in connection with the Listing, the Board of Directors is also authorised to decide on the issue of new shares to members of the Board of Directors provided that this takes place on the same terms and conditions as the share issue to other subscribers of shares in the same offering. Furthermore, the authorisation also includes the right do decide on whether the subscription price is to be registered into the invested unrestricted equity fund in full or in part or as an increase of the share capital. The authorisation is in force until the end of the Company’s next annual general meeting of the shareholders, but nevertheless no longer than 30 June 2019.