Treasury Shares and Authorizations

Autho​​​rizations ​
 

Authorization for the directed repurchase of own A-shares

The Annual General Meeting held on March 28, 2017 authorized the Board of Directors to decide on the directed repurchase of a maximum of 200,000 of the Company's own A-shares in one or more instalments with funds belonging to the Company's unrestricted equity. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than September 28, 2018.

Authorization on the issuance of the Company's own A-shares

The Annual General Meeting held on March 28, 2017 authorized the Board of Directors to decide on the issuance of a maximum of 568,344 Company's own A-shares. The issuance of own shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The subscription price of the shares can instead of cash also be paid in full or in part as contribution in kind. The authorization is valid until March 28, 2022.

The Annual General Meeting held on April 5, 2016​ authorized the Board of Directors to decide on the issuance of a maximum of 391,550 Company's own A-shares. The issuance of own shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The subscription price of the shares can instead of cash also be paid in full or in part as contribution in kind. The authorization is valid until April 5, 2021.

Resolution on the forfeiture of shares entered in the Vaisala Corporation joint book-entry account and of the rights attached to such shares

The Annual General Meeting decided in accordance with the proposal by the Board of Directors that, regarding the shares entered in the Vaisala joint book-entry account, the right to shares incorporated in the book-entry system and the rights such shares carry are forfeited, and authorized the Board of Directors to take all actions required by said decision.

The forfeiture of shareholder rights concerns shares that are in the joint book-entry account, i.e. 4,820 shares of which 4,800 are series A-shares and 20 series K-shares. The shares, whose registration of shareholder rights to the shareholder’s book-entry account has been requested prior to the commencement of the Annual General Meeting, and which have been entered in the shareholder’s book-entry account by June 30, 2017, will not be subject to the forfeiture of rights referred to above.

​Repurcha​ses of company's treasury shares

Vaisala Corporation's Board of Directors resolved to commence repurchases of shares under the authorization given by the Vaisala Annual General Meeting held on April 5, 2016. The Board of Directors resolved to directed repurchase of a maximum of 200,000 of the Company's own A shares in one or more instalments with funds belonging to the Company's unrestricted equity. The repurchases commenced on May 2, 2016 and were completed on February 24, 2017.

During May 2 - December 30, 2016, Vaisala acquired a total of 176,827 Company's own series A shares at an average price of EUR 29.96 and the total cost of the acquired shares was EUR 5,297,463.80. During January 2 - February 24, 2017 Vaisala acquired a total of 23,173 Company's series A shares at an average price of EUR 34.03 and the total cost of the acquired shares was EUR 788,522.13.

Transfer of company's treasury sh​​​ares

In March 2017, the Board of Directors decided to transfer a total of 22,506 Company's series A shares to the 22 key employees participating on the Share-based incentive plan 2014 and Restricted share-based incentive plan 2016 under the terms and conditions of the plans. This transfer of shares was based on the authorization given by the Annual General Meeting held on April 5, 2016.

Shares entered in the Vaisala Corporation joint book-entry account and conversion of 20 series K shares to series A shares

Vaisala’s Board of Directors decided on July 20, 2017, that the 4,820 shares, of which 4,800 were series A shares and 20 series K shares, entered in the Vaisala joint book-entry account will become own shares of Vaisala, and that those 20 series K shares will be converted to series A shares. This conversion was registered into the Trade Register on August 24, 2017. Consequently, Vaisala has 18,218,364 shares, of which 3,389,331 are series K shares and 14,829,033 are series A shares.

As of August 24, 2017 Vaisala holds a total of 372,364 Company's series A shares, which represented 2.5% of all series A shares and 2.0% of all shares.