Proposal by Board of Directors to authorize Board of Directors to resolve to issue shares, stock options and other entitlements to Company’s shares

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve to issue either newly issued shares or reissue existing B shares in the Company, as well as to issue stock options and other entitlements to B shares referred to in the Finnish Companies Act chapter 10, paragraph 1. It is proposed that the authorization be used to finance and to carry out acquisitions or other business transactions and the Company’s investments, or employee incentive plans.  

It is proposed that the authorization would amount to the maximum of 20,000,000 B shares in the Company.  

It is proposed that the Board of Directors be authorized to implement directed measures, i.e., to deviate from the shareholders' pre-emptive right to the Company’s shares, provided that weighty financial reason exists pursuant to the Finnish Companies Act. The authorization is proposed to include the right to resolve to issue shares without payment under the condition that particularly weighty financial reason exists pursuant to the Finnish Companies Act. The Board may also resolve to issue shares to the Company itself without payment. Pursuant to the Finnish Companies Act the Board of Directors may not, however, make a decision to issue shares to the Company itself so that the treasury shares in the possession of, or held as pledges by, the Company and its subsidiaries would exceed one tenth of all shares.  

It is proposed that the authorization include the right for the Board of Directors to determine the terms and conditions of the issue and re-issue of shares, share option rights and other entitlements referred to in the Finnish Companies Act, chapter 10, paragraph 1, as well as to determine other matters pertaining to these actions in accordance with the Finnish Companies Act, including the right to resolve whether the subscription price be entered wholly or partly to the fund for invested unrestricted equity or as increase in the share capital.  

It is proposed that the authorization shall be in force until 30 June 2009