Valid authorisations concerning compensation

On March 31, 2016, the Annual General Meeting of Shareholders decided to authorize the Board of Directors to decide on a share issue. The shares to be issued based on the authorization may be new shares or treasury shares. A maximum total of 960,000 shares can be issued based on the authorization. The shares may be issued in one or several tranches. Based on the authorization, the company may also decide to issue new treasury shares. The Board of Directors of the Company was authorized to decide on all terms and conditions of the share issue. The issuance may be carried out in deviation from the shareholders’ pre-emptive rights (directed share issue) presuming that there are weighty financial reasons relative to the Company, such as using shares in the company’s incentive schemes, payments of share-based compensation for the Board of Directors, carrying out business arrangements or improving the capital structure of the company. The authorization will be effective until June 30, 2018.

On October 25, 2016, the extraordinary general meeting authorized the Board of Directors to decide on a share issue and the granting of options and other special rights entitling to shares referred to in Chapter 10, section 1 of the Companies Act. A maximum of 7,500,000 new shares or treasury shares held by the company can be issued under the authorization. The Board of Directors can act on this authorization in one or several tranches. The authorization allows the Board of Directors to decide upon a directed issue including the right to derogate from the shareholders’ pre-emptive subscription right and upon the granting of special rights provided that the requirements set forth by law are met. The Board of Directors was authorized to decide on the other terms and conditions of the share issue and the granting of special rights. Under the authorization, shares can also be issued and special rights granted without payment. The Board of Directors can act on this authorization in connection with the share issue carried out in the occasion of the company’s listing as well as in connection with the implementation of incentive schemes and possible payment of share compensation to the members of the Board of Directors. To allow for the creation of a long-term incentive scheme, the authorization shall be effective for five years, i.e. until October 25, 2021.

On March 31, 2016, the Annual General Meeting of Shareholders authorized the Board of Directors to decide on the repurchase of treasury shares. Based on the authorization, a maximum total of 960,000 treasury shares can be repurchased. Treasury shares can only be repurchased using the company’s unrestricted shareholders’ equity. The repurchase can take place in one or several instalments. The Board of Directors will decide on the manner of the repurchase. Treasury shares can be repurchased in deviation from the shareholders’ ratio of ownership (directed acquisition). Own shares can be used for making acquisitions or other business related arrangements, to improve the capital structure or for use in the company’s incentive schemes, provided that the acquisition is in the interest of the company and its shareholders. The authorization will be effective until June 30, 2017.