Resolutions of Administer Plc’s Annual General Meeting 2022 and the organizing meeting of the Board of Directors

18.5.2022 18:00:01 EEST | Administer Oyj | Resolutions of annual general meeting

Administer Plc - Company release 18 May 2022 at 18:30 EET

The Annual General Meeting of Administer Plc (the “Company”) was held today on 18 May 2022 in Helsinki, Finland. The meeting was held through exceptional procedures, pursuant to the temporary legislation enacted by the Finnish Parliament to limit the spread of the Covid-19 pandemic. Shareholders in the Company and their proxy representatives were able to participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance.

The Annual General Meeting adopted the financial statements for the financial year of 2021 and discharged the members of the Board of Directors and the CEO from liability.

Use of the profit shown on the balance sheet and the payment of dividend

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend is paid for the financial year ended on 31 December 2021.

Members and remuneration of the Board of Directors

The number of the members of the Board of Directors was confirmed to be five (5). Jukka-Pekka Joensuu, Peter Aho, Julianna Borsos and Risto Koivula were re-elected as board members and Minna Vanhala-Harmanen was elected as new board member.

The Chairman of the Board shall be paid an annual remuneration of EUR 50,000 and other members of the Board of Directors who are not employed by the Company shall each be paid an annual remuneration of EUR 25,000. If a Board member resigns during his/her term of office, the remuneration will be paid in proportion to the term of office actually taken place.

Should the Board of Directors during its term resolve to establish committees, the committee chairman shall be paid EUR 500 per meeting and other committee members shall be paid EUR 300 per meeting. Board members’ and committee members’ travel expenses shall be reimbursed in accordance with the Company's travel policy. 

Election and remuneration of the Auditor

Ernst & Young Oy, authorized public accountants, was re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. Ernst & Young Oy has announced that it will appoint Johanna Winqvist-Ilkka, APA, as the auditor with principal responsibility.

The Auditor’s fees will be paid against the Auditor’s reasonable invoice approved by the Company.

Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares

The Board of Directors was authorized to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares. The authorization covers a maximum of 1,432,941 shares, which corresponds to approximately 10 percent of all shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, among other things, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).

The authorization allows the repurchase and/or the acceptance as pledge of shares in order to, among other things, develop the Company’s capital structure, to finance or implement eventual acquisitions, investments or other arrangements that are part of the business, or to be used in the Company’s incentive or reward systems.

The authorization is effective until the end of the next Annual General Meeting; however, no longer than until 30 June 2023.

Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares

The Board of Directors was authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The authorization covers a maximum of 1,432,941 shares, which corresponds to approximately 10 percent of all shares in the Company.

The Board of Directors decides on all terms of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).

The authorization is effective until the end of the next Annual General Meeting; however, no longer than until 30 June 2023.

Establishment of a Shareholders’ Nomination Board

The Annual General Meeting resolved that a Shareholders' Nomination Board be established to prepare future proposals concerning the number, election and remuneration of the members of the Board of Directors and remuneration of the members of the Committees of the Board of Directors to the next Annual General Meetings and, if needed, to Extraordinary General Meetings. In addition, the Shareholders' Nomination Board is responsible of searching for new board member candidates. The Shareholders' Nomination Board shall be established for the time being.

The General Meeting also decided to adopt The Charter of the Shareholders' Nomination Board.

The minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the Company’s website at www.administergroup.com/en/investors/ on 1 June 2022 at the latest.

The organizing meeting of the Board of Directors

The Company’s Board of Directors held its organizing meeting after the Annual General Meeting on 18 May 2022. In the organizing meeting, the Board of Directors elected the Chair of the Board. Jukka-Pekka Joensuu was elected as the Chair of the Board of Directors.

Administer Plc

The Board of Directors

 

Further information

Peter Aho
CEO
Administer Plc
Tel. [phone]
[e-mail]

Contacts

• Hyväksytty neuvonantaja:, Evli Oyj, [phone]

About Administer Oyj

Administer Group, founded in 1985, is a Finnish company that offers financial and payroll management services as well as consulting and software services. Our customers include organisations of all sizes, from small and mid-sized companies to large enterprises and municipalities. Our goal is to reform the financial management service market by developing new technologies and solutions. Measured in revenue, we are one of the largest providers of financial management services and HR and payroll services in Finland. In 2021, our revenue was EUR 42 million and we employed approximately 600 financial management professionals.

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