COMPANY ANNOUNCEMENT
NYAB Plc’s (“NYAB” or the “Company”) Extraordinary General Meeting was held today, on
Resolutions relating to the cross-border conversion of
The Extraordinary General Meeting approved the cross-border conversion of the Company in accordance with the cross-border conversion plan approved by the Board of Directors of NYAB dated
The resolutions relating to the cross-border conversion also included adoption of Articles of
Four shareholders, representing a total of 7,949 shares and votes, requested that the shareholder’s shares would be redeemed in redemption proceedings.
The Cross-border Conversion Plan is available in its entirety at https://nyabgroup.com/en/re-domiciliation/.
Resolution to issue new shares to NYAB itself and to transfer such shares to participants in NYAB’s existing share-based incentive plans
The Extraordinary General Meeting resolved to issue 4,000,000 new shares in NYAB, without payment, to the Company itself and to transfer such shares held in treasury for the purpose of securing delivery of shares in accordance with NYAB’s existing share-based incentive plans. The number of shares corresponds to approximately 0.57 percent of the current number of shares in the Company and approximately 0.56 percent of all shares in the Company upon completion of the share issue. The new shares will be registered with the
Following the completion of the share issue, the shares held in treasury will be transferred without payment and in deviation from the shareholders’ preferential rights, by way of a directed issuance (transfer), on one or several occasions, to the participants of the Company’s existing share-based incentive plans in accordance with the terms and conditions of the respective plans as decided by the Board of Directors.
Authorization of the Board of Directors to resolve on issuances
The Extraordinary General Meeting authorized the Board of Directors to resolve to issue new shares, convertibles (special rights entitling to shares) and/or warrants against payment in cash, payment in kind, payment through set-off, or otherwise with conditions, on one or several occasions so that the number of new shares, including, if convertibles and/or warrants are issued, the number of shares (before potential recalculations), that may be issued shall not exceed a total of 140,000,000, which corresponds to approximately 20 percent of the current number of shares in the Company. The authorization includes the possibility to deviate from the shareholders’ preferential rights (directed issuance). The Board of Directors is entitled to resolve on all terms and conditions of the issuances. The authorization shall come into effect and replace prior authorization in the Company upon the completion of the above-mentioned cross-border conversion. The authorization is valid until the next Annual General Meeting, however no later than
The resolutions of the Extraordinary General Meeting were made in accordance with proposals of the Board of Directors as included in the notice to the meeting published on
Contacts
- Investor Relations, NYAB Oyj, ir@nyabgroup.com
About NYAB Oyj
NYAB enables the progress of society for future generations with decades of experience from complex and challenging projects. We facilitate the green transition in the Nordics by offering engineering, construction and maintenance services in renewable energy and sustainable infrastructure to customers in the public and private sector. NYAB is headquartered in Oulu and has more than 400 employees at different locations in
Attachments
- Download announcement as PDF.pdf
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