Decisions taken by Anora's Annual General Meeting 2023 and Anora's Board of Directors
The Annual General Meeting of
Dividend payment
The meeting approved the proposal by the Board of Directors to pay a dividend of
In addition, the meeting authorized, in accordance with the proposal of the Board of Directors, the Board of Directors to decide, if necessary, on a new payment record date and a new payment date for the second instalment, if the rules and statues of the Finnish book-entry system change or otherwise so require.
Adoption of the Remuneration Report of the governing bodies
The Annual General Meeting adopted the Remuneration Report of the governing bodies.
Remuneration of the members of the Board of Directors
The meeting decided based on the proposal by the Shareholders' Nomination Board that the remuneration of the members of the Board of Directors elected by the Annual General Meeting, during the next term consists of an annual fee as follows:
EUR 65 000, ChairpersonEUR 46 500, Vice ChairpersonEUR 31 000, member
In addition to these fees, the following annual fees are paid to members of the Board of Directors elected by the Annual General Meeting who are appointed by the Board as members of the Board's permanent Committees:
Audit Committee:
EUR 10 000, ChairpersonEUR 5 000, member
EUR 8 000, ChairpersonEUR 4 000, member
In addition to these fees, the Board members elected by the Annual General Meeting receive a meeting fee for the Board of Directors and Board Committee meetings of
Based on the proposal by the Shareholders' Nomination Board, Board members elected by the Annual General Meeting may, at his/her discretion, choose from the following five alternatives:
- no cash 100% in shares
- 25% in cash 75% in shares
- 50% in cash 50% in shares
- 75% in cash 25% in shares
- 100% in cash no shares
To the extent fees would be payable in Anora's shares, such shares will be acquired directly on behalf of or otherwise delivered to the Board members after the release of Anora's interim report 1 January-
Composition of the Board of Directors
The meeting approved the number of members of the Board of Directors elected by the Annual General Meeting to be seven (7). The current members of the Board of Directors Kirsten Ægidius,
In addition to the Board members elected by the Annual General Meeting, Anora's employees have, in accordance with the agreement on employee participation between Anora and the special negotiating body of the employees, elected two members and their deputies to the Board of Directors.
Auditor
In accordance with the recommendation by the Audit Committee, the Annual General Meeting re-elected
Amendments of the Articles of Association
The meeting approved the proposal by the Board of Directors to amend Article 9 of the Articles of Association to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the Company's domicile
"9. Notice to the general meeting
General Meetings shall be convened by publishing a notice to the meeting on the company's website not more than three (3) months and not less than three (3) weeks before the date of the General Meeting, however, at least nine (9) days before the record date of the General Meeting as provided by the Finnish Companies Act.
The General Meeting shall be organised in
Further, the Annual General Meeting approved the proposal by the Board of Directors to amend Article 11 of the company's Articles of Association so that the last paragraph of Article 11, referring to the Annual General Meeting 2021, be removed.
Authorization of the Board of Directors to resolve on the repurchase of the company's own shares
In accordance with the proposal of the Board of Directors, the Annual General Meeting authorized the Board of Directors to resolve on the repurchase of the company's own shares.
The number of shares to be repurchased by virtue of the authorization shall not exceed 6 755 362 shares in aggregate, which corresponds to approximately 10.0 percent of all the company's shares at the time of the proposal, subject to the provisions of the Finnish Companies Act on the maximum amount of shares owned by the company or its subsidiaries.
The shares may be repurchased in one or several instalments and either through a tender offer made to all shareholders on equal terms or in another proportion than that of the existing shareholdings of the shareholders in the company in public trading at the prevailing market price. The shares would be repurchased with funds from the company's unrestricted shareholders' equity.
The shares may be repurchased for the purpose of improving the company's capital structure, to finance or carry out corporate acquisitions or other arrangements, for incentive arrangements and remuneration schemes or to be retained by the company as treasury shares, transferred, cancelled or for other purposes resolved by the Board of Directors.
The Board of Directors is authorized to resolve on all other terms and conditions regarding the repurchase of the company's own shares. The authorization is valid until the close of the next Annual General Meeting, however, no longer than until
Authorization of the Board of Directors to resolve on the issuance of shares for the purposes of financing or carrying out corporate acquisitions or other arrangements
In accordance with the proposal of the Board of Directors, the Annual General Meeting authorized the Board of Directors to resolve on the issuance of shares in one or several tranches, against or without consideration. The Board of Directors may resolve to issue either new shares or issue treasury shares held by the company.
The number of shares to be issued based on this authorization shall not exceed 6 755 362 shares in aggregate, which corresponds to approximately 10.0 percent of all of the company's shares at the time of the proposal. The authorization may be used to improve the company's capital structure, to finance or carry out corporate acquisitions or other arrangements or for other purposes resolved by the Board of Directors.
The Board of Directors is authorized to resolve on all other terms and conditions regarding the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization is valid until the close of the next Annual General Meeting, however, no longer than until
Authorization of the Board of Directors to resolve on the issuance of shares for remuneration purposes
In accordance with the proposal of the Board of Directors, the Annual General Meeting authorized the Board of Directors to resolve on the issuance of shares in one or several tranches, against or without consideration. The Board of Directors may resolve to issue either new shares or issue treasury shares held by the company.
The number of shares to be issued based on this authorization shall not exceed 1 351 072 shares in aggregate, which corresponds to approximately 2.0 percent of all of the company's shares at the time of the proposal. The authorization may be used for incentive arrangements and remuneration schemes.
The Board of Directors is authorized to resolve on all other terms and conditions regarding the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization is valid until the close of the next Annual General Meeting, however, no longer than until
Minutes of the meeting
The minutes of the Annual General Meeting will be available as of
Organisational meeting of the Board of Directors
Anora's Board of Directors have elected members of the Audit and Human Resources Committees as follows:
- Audit Committee:
Jyrki Mäki-Kala (Chairperson),Christer Kjos , Annareetta Lumme-Timonen and Torsten Steenholt. Human Resources Committee :Michael Holm Johansen (Chairperson), Kirsten Ægidius andFlorence Rollet
The Board of Directors has assessed that all members of the Board of Directors, with the exceptions of
Further information:
Contacts:
Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867
Distribution:
Principal media
www.anora.com
Petra Gräsbeck
Director,
+358 40 767 0867
petra.grasbeck@anora.com
Anora is a leading wine and spirits brand house in the Nordic region and a global industry forerunner in sustainability. Our market-leading portfolio consists of our own iconic Nordic brands and a wide range of prominent international partner wines and spirits. We export to over 30 markets globally.
https://news.cision.com/anora/r/decisions-taken-by-anora-s-annual-general-meeting-2023-and-anora-s-board-of-directors,c3754183
(c) 2023 Cision. All rights reserved., source