Authorisation to repurchase own shares 

The AGM held on 9 April 2025 withdrew previous unused authorisations to acquire the company’s own shares and authorised the Board of Directors to decide upon the purchase of a maximum of 800,000 of the company’s own shares in one or several tranches using the company’s unrestricted equity under the following conditions: 

The shares are to be acquired in public trading arranged by Nasdaq Helsinki Ltd, due to which the purchase will take place in directed manner, i.e. otherwise than in proportion to the shareholdings of the shareholders, and the consideration paid for the shares will be the market price of NoHo Partners Plc’s shares at the time of the purchase. Shares are to be acquired to be used to finance or implement potential mergers or acquisitions or other arrangements, to implement the company’s incentive schemes or for other purposes decided by the company’s board of directors. The maximum number of shares that can be acquired corresponds to approximately 3.8% of all of the shares and votes in the company calculated based on the number of shares on the date of the notice convening the Annual General Meeting. 

The Board of Directors will decide upon other terms related to the repurchase of company shares. 

The authorisation remains in force until the end of the next Annual General Meeting, but for no more than 18 months from the Annual General Meeting’s resolution on the authorisation. 

Authorisation on the issuance of shares and/or the issuance of option rights and other special rights entitling to shares 

The AGM held on 9 April 2025 withdrew previous share issue authorisations and authorised the Board of Directors to decide on the issuance of shares and/or the issuance of option rights or other special rights entitling to shares as follows: 

The maximum number of shares to be issued pursuant to the authorisation in one or more tranches is 3,000,000, corresponding to approximately 14.3% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the Annual General Meeting. 

The share issue and/or issue of option rights or other special rights can be carried out in deviation from the shareholders’ pre-emptive subscription right (directed issue). 

The authorisation can be used, for example, to implement mergers or acquisitions or financing arrangements, to develop the company’s equity structure, to improve the liquidity of the company’s shares, to implement the company’s incentive schemes or for other purposes decided by the company’s Board of Directors. Under the authorisation, a maximum of 275 000 shares may be issued for the implementation of the company’s incentive schemes, which corresponds to approximately 1.3% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the Annual General Meeting. 

Under the authorisation, the Board of Directors may issue either new shares or treasury shares. The Board of Directors would be authorised to decide on all other conditions of the issuance of shares and/or option rights or other special rights. 

The authorisation remains valid until the end of the next Annual General Meeting, but for no more than 18 months from the Annual General Meeting’s resolution on the authorisation.