Board of directors' proposals to the Annual General Meeting to be held on April 6, 2016 - Seite 2

Proposal by the Board of Directors to amend the tasks for the Nomination Board

The Board of Directors propose to the Annual General Meeting that the tasks of the Nomination Board, established by Annual General Meeting held on March 28, 2012, would be amended so that the task of the Nomination Board would be to prepare and present a proposal for the election of Chairman, Vice Chairman and other members of the Board of Directors as well as for the remuneration of the said Board members. Currently the Nomination Board prepares the proposal concerning the members and remuneration of the Board of Directors.

Authorizing the Board of Directors to decide on the repurchase of the Company's own shares

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide upon the repurchase of a maximum of 4,400,000 Company's own shares with assets pertaining to the Company's unrestricted equity in one or more tranches. The proposed maximum amount of the authorization corresponds to approximately 10 percent of all the shares in the Company.

The Company's own shares will be repurchased through public trading, due to which the repurchase will take place in directed manner, i.e. not in proportion to the shareholdings of the shareholders. The shares will be repurchased in public trading on the NASDAQ OMX Helsinki Ltd at the market price quoted at the time of the repurchase. The shares will be repurchased and paid in accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.

The consideration payable for the repurchase of the shares shall be based on the market price of the Company's share in public trading. The minimum consideration of the repurchase of the Company's own shares is the lowest market price of the share quoted in public trading during the authorization period and, correspondingly, the maximum price is the highest market price of the share quoted in public trading during the authorization period.

The shares may be repurchased to be used for financing or implementing possible mergers and acquisitions, developing the Company's equity structure, improving the liquidity of the Company's shares or to be used for the payment of the annual fees payable to the members of the Board of Directors or for implementing the share-based incentive programs of the Company. For the aforementioned purposes, the Company may retain, transfer further or cancel the shares. The Board of Directors would decide upon other terms related to repurchase of shares.