DIGITAL WORKFORCE SERVICES OYJ
Company Announcement
Resolutions of Digital Workforce Services Plc’s Annual General Meeting 2024
The Annual General Meeting of
Adoption of the annual accounts
The Annual General Meeting adopted the financial statements for the financial year of 2023.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Annual General Meeting resolved that no dividend be distributed for the financial year ended on
Resolution on the discharge of the members of the board of directors and the CEO from liability for the financial year 1.1.-
The Annual General Meeting discharged the members of the board of directors and the CEO from liability for the financial year 1.1.-
Resolution on the remuneration of the members of the Board of Directors and the committees established by the Board of Directors
The Annual General Meeting resolved that the elected members of the Board of Directors be paid the following fees for the term beginning at the end of the Annual General Meeting of
- Chairman of the Board
4,167 EUR per month, and -
other Members of the Board each
1,667 EUR per month.
In addition, the travel expenses of the Members of the Board are reimbursed in accordance with the company’s travel policy.
Resolution on the number of members of the Board of Directors
The number of the members of the Board of Directors was confirmed to be six (6).
The following persons were re-elected as members of the Board of Directors for a term beginning at the end of the Annual General Meeting and ending at the end of the next Annual General Meeting:
Timo Ahopelto - Marika Auramo
- Heikki Länsisyrjä
Leena Niemistö Juha Mikkola - Jukka Virkkunen
In its meeting the
Election and remuneration of the Auditor
The Auditor’s fees will be paid against the Auditor’s reasonable invoice approved by the Company.
Authorization for the Board of Directors to decide on the acquisition of the Company’s own shares
The Annual General Meeting authorized the Board of Directors to decide on the acquisition of the Company's own shares in one or more tranches as follows:
The total number of own shares to be acquired may be a maximum of 1 126 433 shares. The number of shares represents approximately 10 percent of all the shares of the Company on the date of the Notice of the Annual General Meeting.
Based on the authorization, the Company's own shares may only be acquired with unrestricted equity.
The Board of Directors will decide how the Company's own shares will be acquired. Financial instruments such as derivatives may be used in the acquirement. The Company's own shares may be acquired in other proportion than the shareholders' proportional shareholdings (directed acquisition). Own shares can be purchased at a price formed in public trading on the
The authorization will be in force until the next Annual General Meeting but no later than until
Resolution regarding a new stock option program
The Annual General Meeting approved a new stock option plan for key persons of the Company. A maximum of 500,000 (five hundred thousand) stock options (the Options) may be granted, entitling to the subscription for the maximum of 500,000 (five hundred thousand) of the Company’s newly issued shares.
Since the Options are intended to form a part of the equity-based incentive program of the Company, there is a weighty financial reason to issue the Options.
Each Option will entitle the option holder to subscribe for one (1) share. The subscription price for the shares to be subscribed for under the stock options program is
The subscription price is realized in the company's invested unrestricted equity fund. The stock options will be issued free of charge. As a result of share subscriptions with stock options, the number of shares in the Company may increase by up to 500,000 shares if new shares are issued in the subscription. The shares subscribed for on the basis of the stock options correspond to a maximum total of 4,4 percent (on the date of the Annual General Meeting) of the Company’s total shares and votes after potential share subscription if shares are subscribed for under all stock options and new shares are issued in the subscription.
The terms and conditions of the stock options are available on the Company’s website.
Authorization for the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to decide on issuance of new shares and the conveyance of the Company's own shares held by the Company (treasury shares) and the issuance of option rights and other special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish Companies Act. The Board would, pursuant to the authorization, be entitled to decide on the issuance of a maximum of 1 126 433 new shares in one or several instalments. The number of shares represents approximately 10 percent of all the shares of the Company on the date of the Annual General Meeting.
The issuance of shares, the conveyance of treasury shares and the granting of option rights and other special rights entitling to shares may be done in deviation from the shareholders’ pre-emptive right (directed issue).
The Board of Directors will decide on all other factors related to share issues and the assignment of shares and decide on all terms and conditions of the option rights and other special rights entitling to shares.
The Board may use the authorization to implement mergers and acquisitions or other arrangements relating to the Company’s operations and capital structure, to implement incentive or commitment schemes for the group personnel or for other purposes decided by the Board.
The authorization is valid until the end of the next Annual General Meeting, but not later than
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the Company’s website at https://digitalworkforce.com/investors/governance/annual-general-meeting/ on
The Board of Directors
For further information, please contact:
Jussi Vasama, CEO,
Certified advisor
About Digital Workforce Services Oyj
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