Decisions of the Annual General Meeting of
The Annual General Meeting adopted the financial statements for the financial year
Use of profits shown on the balance sheet and the return of capital
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, that the profit for the financial year
The first capital return instalment of
The second capital return instalment of
The Annual General Meeting also authorized the Board of Directors to resolve, if necessary, on a new record date and date of payment for the second instalment of the capital return, should the rules of
Remuneration of the members of the Board of Directors
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors that the members of the Board of Directors be paid the following annual remuneration:
- Chairman of the Board:
EUR 65,000 ; and -
Other members of the Board of Directors:
EUR 35,000 .
The Annual General Meeting also decided, in accordance with the proposal of the Board of Directors, that the annual remuneration for the members of the Board of Directors be paid in Company shares and cash so that 50 percent of the annual remuneration will be used to purchase Company shares in the name and on behalf of the members of the Board of Directors from the market at a price determined in public trading, and the rest of the annual remuneration will be paid in cash. The shares will be purchased within two weeks of the publication of the interim report for the period 1 October 2021-31 December 2021 or as soon as possible in accordance with applicable legislation. The Company will pay any costs and transfer tax related to the purchase of Company shares. In case the remuneration cannot be paid in Company shares due to legal or other regulatory restrictions or due to other reasons related to the Company or a member of the Board of Directors, the annual remuneration will be paid fully in cash. A member of the Board of Directors may not transfer the shares received as remuneration before his/her membership in the Board of Directors has ended.
In addition, members of the Audit Committee and the Remuneration Committee of Board of Directors will be paid the following annual remuneration:
- Chairman of the Committee:
EUR 7,500 ; and -
Other Committee members:
EUR 5,000 .
Composition of the Board of Directors
The Annual General Meeting decided that the number of members of the Board of Directors shall be five (5).
Election and remuneration of the auditor
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares
The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the Company's own shares and/or on the acceptance as pledge of the Company's own shares as follows.
The amount of own shares to be repurchased and/or accepted as pledge based on this authorization shall not exceed 3,185,000 shares in total, which corresponds to approximately 9.5 per cent of all of the shares in the Company. However, the Company together with its subsidiaries cannot at any moment own and/or hold as pledge more than 10 per cent of all the shares in the Company.
Own shares can be repurchased only using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets.
The Board of Directors decides on all other matters related to the repurchase and/or acceptance as pledge of own shares. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
This authorization cancels the authorization given by the Annual General Meeting held on
Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows.
The amount of shares to be issued based on this authorization shall not exceed 3,185,000 shares, which corresponds to approximately 9.5 per cent of all of the shares in the Company. The authorization covers both the issuance of new shares as well as the transfer of treasury shares held by the Company.
The Board of Directors decides on all the conditions 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).
This authorization cancels the authorization given by the Annual General Meeting held on
In
Board of Directors
Additional information:
CFO,
tel. +358 40 078 8812
Distribution:
Nasdaq
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