Share Issue/Capital Change • Jun 10, 2022
Share Issue/Capital Change
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| Board | means the Board of Directors of the Company. |
|---|---|
| Company | means Boreo Plc. |
| Group Company | means Boreo Plc or any of its subsidiary individually. |
| Employment | means a person's employment or other service contract with the Company or Group Company. |
| Share | means the share in the Company. |
The Annual General Meeting of Shareholders of Boreo Plc held on 19 April 2022 has authorized the Board to decide on a share issue or an issue of special rights entitling to Shares, referred to in Chapter 10 of the Limited Liability Companies Act, in one or more issues. The total number of new Shares to be issued in the Share issue based on the authorization may not exceed 525,000 Shares, which corresponds to approximately 20 per cent of all shares in the Company at the time of the authorization. The authorization includes the right to decide on all terms for issues of Shares and of special rights entitling to Shares, including issues of Shares and special rights by a directed issue. The authorization is effective until the end of the next Annual General Meeting of Shareholders, however, until 30 June 2023 at the latest.
Based on the authorization given by the Annual General Meeting of Shareholders, the Board has on June 10, 2022 decided on a Share issue in which the Company offers, in deviation from the shareholders' pre-emptive subscription rights, a maximum total of 35,000 new Shares in the Company for subscription by the Company's personnel, in accordance with these terms and conditions (Share Issue). In case of oversubscription, the Board has the right to increase the number of the new shares offered, up to a maximum total of 40,000 new shares (Additional Shares). The purpose of the Share Issue is to encourage the personnel to acquire and own the Company's Shares on a long-term basis and commit the personnel to work for the Company. The Board is of the opinion that the directed Share Issue is in the best interests of the Company and that there is a weighty financial reason for the Company for the deviation from the shareholders' pre-emptive subscription rights.
A maximum total of 35,000 new Shares in the Company is offered for subscription in the Share Issue. Personnel employed by or in the service of the Company or Group Company, to the extent decided by the Company, also including the CEO and members of the Management Team, have subscription rights in the Share Issue. The personnel to whom the Share Issue cannot be directed due to the economic sanctions imposed to Russia by EU will not have the subscription right.
Persons whose Employment is in force, and not terminated by the employee or employer company when the subscription period starts, may participate in the Share Issue. Additionally, their Employment must be in force when subscriptions are confirmed by the Board. The right to participate in the Share Issue is personal and it cannot be transferred. The subscription is binding, and it cannot be changed or cancelled.
The minimum subscription is 10 Shares per person.
The Board decides who has the right to subscribe for any Shares that were potentially not subscribed in the Share Issue. The Board decides on procedures in case of oversubscription.
The subscription period for new Shares begins on 14 June 2022 at 14:00 and ends on 26 June 2022 at 24:00. The Board has the right to extend the subscription period.
The subscription place is Evli Alexander Incentives Oy, and the subscriptions will be made during the subscription period electronically on the website, in accordance with more detailed instructions given by the subscription place.
The subscription price for the share is EUR 37.56 per Share. The subscription price is based on the trade volume weighted average price of the Company's Share on Nasdaq Helsinki Ltd during 1 May–31 May 2022 and on a discount of 10 per cent thereof.
The subscription price will be credited to the reserve for the Company's invested unrestricted equity.
After the Board has confirmed the subscriptions, the subscription must be paid by 4 July 2022, in accordance with the payment directions provided by the subscription place.
The Board resolves on the approval of subscriptions and on the final number of new Shares issued in the Share Issue after the close of the subscription period. Subscribers will be informed of the approved subscriptions electronically. The notice will be sent by e-mail to the address stated by the subscriber in the subscription form.
The Board may decide to approve a subscription as such, to reduce the size of the subscription or to reject the subscription outright.
The Board has the right to cancel the Share Issue until the Board has resolved on the confirmation of subscriptions. The Board may cancel the Share Issue due to, e.g., market conditions, a substantial change in the Company's financial position or business or other corresponding reason.
The new Shares will produce a right to dividends and other shareholder rights once the Shares are fully paid, entered into the Trade Register and registered on the subscriber's book-entry account.
The new Shares will produce the same rights as the Company's existing Shares from the time of their registration onwards. Each new Share will give entitlement to one vote in the General Meeting of Shareholders of the Company.
The new shares subscribed in the Share Issue are issued as book-entry units in the book-entry securities system kept by Euroclear Finland Ltd. The new Shares will be registered on the subscriber's personal book-entry account once they are fully paid and entered into the Trade Register approximately by 20 July 2022. The shares will be applied for public trading on Nasdaq Helsinki Ltd.
The Company's Shares' trading code is BOREO and ISIN code is FI0009900724.
The Company uses personal data of personnel for the operational purposes of the Share Issue. This includes providing information to the subscription place. When registering at the subscription place's website, a subscriber confirms having acknowledged that their data will be processed and transferred for the operational purposes of the Share Issue. Further information on processing of personal data is available from a person responsible for HR issues.
The Share Issue is governed by Finnish law. Any disputes arising in respect of the Share Issue will be resolved in a competent court in Finland.
The documents referred to in Chapter 5 Section 21 of the Limited Liability Companies Act are available at the Company's headquarters, at Ansatie 5, 01740 Vantaa.
The Board decides on potential country-specific amendments related to the issue of new shares and to the employee share issue as well as on other matters and practical measures arising thereof.
These terms and conditions have been prepared in English. In case of any discrepancy between any potential translations and the English version, the English language will prevail.
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