Authorization for the Board to decide on acquisition of ordinary shares
The AGM decided in accordance with the Board’s proposal to authorize the Board up to the time of the next AGM on one or more occasions to decide on the acquisition of ordinary shares in the company on the following conditions:
- Purchases shall only be made to improve the company’s capital structure or to enable use of ordinary shares as liquidity in making payments for, or financing, acquisition of companies or businesses or parts thereof.
- Purchases may only be made on OMX Nordic Exchange Stockholm or through purchase offers directed to all owners of ordinary shares.
- Purchases of shares on each occasion shall be a maximum, after the purchase, of 10% of all shares in the company
- Purchases on OMX Nordic Exchange Stockholm shall be at a price within the current share price range for ordinary shares, purchases linked with an acquisition offer shall have as their maximum price per share the market price at the time of the offer plus at most 20%.
- Payment for ordinary shares shall be in cash.
- The appropriate terms in the listing agreement with OMX Nordic Exchange Stockholm shall be observed for purchases.
- The Board has the right to set other conditions for acquisition of shares.
In connection with the proposal, the Board has made a statement in accordance with chapter 19 § 22 of the companies act, see Supplement A. Authorization for the Board to decide on the transfer of ordinary shares Against the background of the statements above, the AGM authorizes the Board up to the time of the next AGM on one or more occasions to decide on the transfer of ordinary shares in the company on the following conditions:
- Transfers shall only be made to use ordinary shares as liquidity for acquisition of companies or businesses or parts thereof.
- Transfers on each occasion may be of the total number of ordinary shares owned by the company, except for ordinary shares generated through conversion of C shares.
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Transfers shall be at a price corresponding to the share’s assessed market value in connection with transfer.
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Payment for ordinary shares shall be in capital contributed in kind or through settlement of a receivable.
- The Board has the right to set other conditions for transferring shares.
Special majority requirement
For a decision relating to each of the proposals to be valid, the majority of votes must be a minimum of two-thirds of the votes registered at the meeting.