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     157  0 Kommentare Decisions of Sievi Capital’s Annual General Meeting and the constitutive meeting of the Board of Directors - Seite 3

    To participate in the General Meeting, shareholders must register with the company no later than on the date specified in the notice of the meeting, which may not be earlier than ten (10) days before the meeting. The General Meeting shall be held in the company’s domicile, Helsinki, Vantaa or Oulu. In addition, the Board of Directors may decide on organising the General Meeting without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.”

    Article 8 of the Articles of Association was amended to read as follows:

    Article 8 Annual General Meeting

    The Annual General Meeting must be held annually on a date determined by the Board of Directors that is within six (6) months of the end of the financial period.

    The meeting must decide on the following:

    (1) the adoption of financial statements, including the adoption of the consolidated financial statements;

    (2) the use of the profit shown on the balance sheet;

    (3) the discharge of the members of the Board of Directors and the CEO from liability;

    (4) the election of the members of the Board of Directors and, if necessary, the auditor and the deputy auditor;

    (5) the remuneration of the members of the Board of Directors and auditors; and

    (6) other matters mentioned in the notice of the meeting.”

    The Articles of Association remain unchanged in other respects.

    Authorising the Board of Directors to decide on the issuance of shares and special rights entitling to shares

    As proposed by the Board of Directors, the General Meeting authorised the Board of Directors to decide on the issuance of shares and/or the granting of special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, in one or several instalments. The total number of shares to be issued under the authorisation may be at the most 11,400,000 shares, and the authorisation concerns both the issuance of new shares as well as the conveyance of shares held by the company. The authorisation may be used to finance or carry out possible acquisitions or other arrangements or investments related to the company’s business, to implement the company’s incentive program, or for other purposes decided by the Board of Directors. The Board of Directors decides on all terms and conditions of a share issue and the issuance of special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, and the authorisation therefore includes the right of the Board of Directors to deviate from the shareholders’ pre-emptive subscription right (directed issue), the right to issue shares against consideration or without payment, and the right to decide on a free issuance of shares to the company itself.

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