Authorizations

The Annual General Meeting on 5 April 2011 authorized the Board of Directors to decide on the issue of new shares and/or conveyance of Company’s own shares held by the Company. By virtue of the authorization, the Board of Directors is entitled to decide on the issuance of a maximum of 20,000,000 new shares and on the conveyance of a maximum of 20,000,000 own shares held by the Company. However, the total number of shares to be issued and/or conveyed may not exceed 20,000,000 shares. 

The new shares may be issued and own shares held by the Company conveyed either against payment or without payment. 

The new shares may be issued and/or own shares held by the Company conveyed to the Company’s shareholders in a proportion to their existing shareholdings in the Company, or by means of a directed share issue, waiving the pre-emptive subscription right of the shareholders, if there is a weighty reason for the Company to do so, such as the shares to be used to improve the capital structure of the Company or as consideration in future acquisitions or other arrangements that are part of Company’s business or as part of Company’s or its subsidiaries’ incentive programs.

The directed share issue can be without payment only, if there is an especially weighty reason for the Company to do so, taking the interest of all shareholders into account.

The Board of Directors may decide on the share issue without payment also to the Company itself. Decision regarding share issue to the Company itself cannot be made in such manner that the quantity of shares held jointly by the Company or its subsidiaries would exceed one tenth of all shares of the Company.

The subscription price of new shares issued and the consideration paid for the conveyance of the Company’s own shares shall be credited to the reserve for invested unrestricted equity.

The Board of Directors shall decide on other matters related to the share issue.

The share issue authorization is valid until the end of the Annual General Meeting to be held in 2013.

Glaston’s Board of Directors decided on 28 April 2011 to implement a directed share issue without payment. In the share issue, a total of 3,092,501 new company shares were issued without payment to those investors who had converted into company shares the convertible bonds issued by the company on 16 June 2009 and 18 February 2010. Following the implemented share issue, the Board of Directors still has an authorisation to issue 16,907,499 shares.

The Board of Directors has no other authorisations.