The Annual General Meeting was in favour of all proposals submitted and adopted the financial statements 2023.
Use of the profit shown on the balance sheet and the payment of dividends
The General Meeting approved dividends of
In addition, the General Meeting authorised the Board of Directors to decide, at its discretion, on the distribution of a maximum dividend of
Discharge from liability
The Annual General Meeting discharged the Board members and the President and CEO from liability for the financial year 1 January-
Remuneration Report for governing bodies
The Annual General Meeting approved
Remuneration policy for governing bodies
The Annual General Meeting approved
Fees of the members of the Board of Directors
The General Meeting confirmed the following Board of Directors' annual compensation:
- The Chair of the Board will be paid an annual fee of
EUR 70,000 ; -
The Vice-Chair of the Board will be paid an annual fee of
EUR 47,000 ; and -
Each Board member will be paid an annual fee of
EUR 33,000 .
In addition, the Chair and the members of the Board of Directors will be paid an attendance fee for each meeting of the Board of Directors as follows:
EUR 1,000 for members whose place of residence is inFinland ;EUR 2,000 for members whose place of residence is in another European country; andEUR 3,000 for members whose place of residence is outsideEurope .
The Chair of the
The Board members' annual fee will be paid in company shares and in cash. Around 40 per cent of the annual fee will be used to purchase company shares for the Board member, and the rest of the annual fee will be paid in cash. The company will be responsible for the expenses and transfer tax arising from the acquisition of shares. Board members may not transfer shares acquired for them until three years have passed from the date of acquisition or before their retirement from the Board, depending on which comes earlier.
The meeting fees of the Board members and the fees of the Chair of the
The number of Board members
The Annual General Meeting approved that the number of Board members remain the same, at six.
Members of the Board of Directors
The Annual General Meeting approved that the following persons be elected as members of the Board of Directors for a one-year term in accordance with the Articles of Association, beginning at the close of the Annual General Meeting 2024 and ending at the close of the Annual General Meeting 2025:
Auditor
The Annual General Meeting resolved that the Auditor will be paid a fee in accordance with a reasonable invoice. The Annual General Meeting re-elected the firm of auditors
Sustainability Auditor
The Annual General Meeting resolved that the elected Sustainability Auditor will be paid a fee and compensation for expenses according to a reasonable invoice. The Annual General Meeting elected the authorised sustainability audit firm
Amendments to the Articles of Association
The Annual General Meeting resolved to amend the company's Articles of Association as proposed by the Board of Directors. A new § 9 on Sustainability Auditor was added to the articles of association and other required updates related to the addition were made.
Repurchase and/or acceptance as pledge of the company's own shares
The Annual General Meeting resolved to authorise the Board to decide on the repurchase and/or acceptance as pledge a maximum of 2,940,000 of the company's own shares using the company's unrestricted equity, corresponding to around 5 per cent of the company's total number of shares at the time of publishing the Notice of the Annual General Meeting. The repurchase can take place in one or more tranches.
The company may repurchase the shares to execute its incentive scheme, corporate acquisitions or other business arrangements, or investments related to the company's operations, to improve its capital structure, or to be otherwise further transferred, retained by the company or cancelled.
The authorisation includes the right for the Board of Directors to decide on all other matters related to the repurchase and/or the acceptance as pledge of shares. The authorisation will be effective until the Annual General Meeting to be held in 2025, but no longer than until
Issue of shares as well as the issue of options and other special rights entitling to shares
The Annual General Meeting resolved to authorise the Board to decide on assigning a maximum of 2,940,000 new shares or shares held by the company in one or more tranches through a share issue and/or by issuing options or other special rights entitling to shares as referred to in chapter 10, section 1, of the Limited Liability Companies Act. 2,940,000 shares currently represent approximately 5 per cent of
The authorisation will be used for the implementation of the company's incentive scheme or for the execution of any acquisitions or other arrangements or investments relating to the company's business or for other purposes subject to a decision by the Board of Directors.
The share issue may be without consideration only if the shares are issued for the implementation of the company's incentive scheme or to the company itself, subject to the provisions of the Limited Liability Companies Act on the maximum number of treasury shares.
The authorisation includes the right of the Board of Directors to decide on the terms and conditions of any share issue and any issue of special rights referred to in chapter 10, section 1 of the Limited Liability Companies Act. The authorisation thus also includes the right to issue shares in a proportion other than that of the shareholders' current shareholdings in the company under the conditions provided in law.
The authorisation will be effective until the Annual General Meeting to be held in 2025, but no longer than until
General Meeting minutes
The minutes of the Annual General Meeting will become available on
Decisions taken in the constitutive meeting of the Board of Directors
At its constitutive meeting following the Annual General Meeting, the Board resolved to elect
The Board resolved to elect as members of the
The Board also resolved to elect as members of the
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