Authorisations

Musti Group’s General Meeting of Shareholders held on 30 November 2017 authorised the Board of Directors to decide on a share issue for the purpose of the management incentive program and is valid until further notice. The maximum number of new shares issued on the basis of the authorisation is up to 6,000 A2 shares and up to 35,000 P2 shares, amounting to up to 41,000 shares in total.

Musti’s Annual General Meeting of Shareholders held on 23 January 2020 has authorised the Board of Directors to decide on:

The issuance of shares without consideration (split) in which a total maximum of 100,000,000 new shares in the Company shall be issued without consideration to the shareholders in proportion to their existing shareholdings applying the pre-emptive right to new shares. The shares may be of any class of the Company. If the new shares issued to shareholders lead to share fractions, the share fractions are combined and sold on behalf of those shareholders who have share fractions either on a regulated market place if the Company is listed in February 2020, or if the Listing would not occur, by public auction. The payment for the fractions will be distributed pro rata between shareholders of fractional shares. The authorisation covers also the application for an exemption from Euroclear Finland regarding the settlement period for the shares issued in the share issue without consideration. The new shares shall produce shareholder rights as of the registration of the share issue. The authorisation is valid until 28 February 2020.

An issue of up to 15,000,000,000 new shares without consideration (combination of share classes) to the existing shareholders in deviation from the shareholders’ pre-emptive right to new shares. The shares may be of any share class of the Company or, after the combination of share classes, the sole share class of the Company. The share issue shall be executed in order to execute the combination of the share classes. The number of the shares to be issued is based on the pricing of the Listing and share combination calculations based on the pricing of the Listing, in a manner where accrued profits to Preferential Shares (P1, P2 and P3 shares) in the form of the Preferred Payments will be taken into consideration in full as agreed in the shareholders’ agreement between the shareholders. The Board of Directors is authorised to approve the final combination calculation. If the new shares issued to shareholders should lead to share fractions, the share fractions shall be combined and sold on behalf of those shareholders who have share fractions either on a regulated market place, if the Company is listed in February 2020 or, if the Listing would not occur, by public auction. The payment for the fractions will be distributed pro rata between shareholders of fractional shares. The authorisation is valid until 28 February 2020.

A directed issue in connection with the Listing. Based on the authorisation, the Board of Directors may resolve upon an issue of up to 5,000,000,000 new shares in one or several lots. The share issue can be executed in deviation from the shareholders’ pre-emptive subscription right (directed share issue), including the offering of shares to institutional investors and to the public as well as to the personnel of the Musti Group, in connection with the potential Listing of the Company. The shares may be of any share class of the Company or, after the combination of share classes, the sole share class of the Company. As part of the Listing of the Company, the shares can be offered to the personnel of the Musti Group possibly at a lower subscription price than that payable by other investors. Based on the authorisation, the Board of Directors can resolve on all terms and conditions of the share issue, including the subscription price or the subscription price range of the shares. The authorisation is valid until 28 February 2020.

A share issue as well as the issuance of special rights entitling to shares. The Board of Directors may, based on the authorisation, decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act. The shares may be of any share class of the Company or, after the combination of share classes, the sole share class of the Company. The authorisation concerns both the issuance of new shares as well as the transfer of treasury shares. The total number of shares to be issued shall not exceed 1,500,000 shares, and the issuance of shares and of special rights entitling to shares could also be carried out in deviation from shareholders’ pre-emptive rights (directed issue). The Board of Directors of the Company is only permitted to use this authorisation if the Offering is implemented. The Board of Directors is authorised to resolve on all other terms and conditions of the issuance of shares and of special rights entitling to shares. The authorisation will be effective until the end of the next Annual General Meeting, however no longer than until 23 July 2021.

The acquisition of the Company’s own shares. Based on the authorisation, the total number of shares to be acquired may not exceed 1,500,000 shares. The shares may be of any share class of the Company or, after the combination of share classes, the sole share class of the Company. However, the Company together with its subsidiaries cannot at any moment own more than 10 percent of all the shares of the Company. The Board of Directors decides on the manner of acquiring own shares, and that derivative instruments, among others, may be used in the acquisition. Based on the authorisation, own shares could be acquired at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. Furthermore, the acquisition of shares could also be carried out in deviation from the shareholders’ pre-emptive rights (directed acquisition) and that only the unrestricted equity of the Company could be used to acquire own shares on the basis of the authorisation. The Board of Directors of the Company is only permitted to use this authorisation if the Offering is implemented. The authorisation will be effective until the end of the next Annual General Meeting, however no longer than until 23 July 2021.

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