Adoption of the financial statements, discharge of liability and payment of dividend
The general meeting adopted the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2023. As proposed by the Board, the general meeting resolved that for the financial year ended on
- The first instalment of the dividend amounting to
EUR 0.11 per share will be paid to a shareholder who is registered in the company's shareholder register held byEuroclear Finland Oy on the record date of the first instalment of the dividend payment11 April 2024 . The first instalment of the dividend will be paid on18 April 2024 . -
The second instalment of the dividend amounting to
EUR 0.10 per share will be paid inOctober 2024 to a shareholder who is registered in the company's shareholder register held byEuroclear Finland Oy on the record date of the second instalment of the dividend payment2 October 2024 . The second instalment of the dividend will be paid on9 October 2024 .
The general meeting further authorised the Board to decide, if necessary, on a new record date and date of payment for the second instalment of the dividend should the rules of
The remuneration report for governing bodies
The general meeting approved the remuneration report 2023 for governing bodies.
Remuneration of the members of the Board of Directors
As proposed by the Shareholders' Nomination Board, the general meeting resolved that the remuneration of the members of the Board of Directors remain the same and that the Chair of the Board of Directors be paid a monthly fee of
Members of the Board of Directors
As proposed by the Shareholders' Nomination Board, the general meeting resolved to elect five members to the Board and resolved that
Auditor and auditor remuneration
Authorising the Board of Directors to decide on acquisition of the company's own shares
The general meeting authorised the Board of Directors to decide on acquisition of the company's own shares. Pursuant to the authorisation, the Board of Directors is authorised to decide on the acquisition of a maximum of 175,000 shares in the company corresponding to approximately 1.0 percent of all the company shares. The shares can be acquired in one or several instalments. Pursuant to the authorisation, shares can be acquired otherwise than in proportion to the shareholders' ownership in the company (directed acquisition). Shares may be acquired at the prevailing market price formed in public trading on the date of the acquisition or otherwise at a price formed at the market. Pursuant to the authorisation, the Board of Directors may decide to acquire the shares only with the company's unrestricted equity.
Shares will be acquired to be used in developing the company's capital structure, in financing potential mergers and acquisitions, investments and/or other business-related arrangements, in implementing the company's incentive schemes, or to be held, conveyed otherwise, or cancelled by the company. The Board of Directors was authorised to decide on all other terms and conditions related to the acquisition of own shares. The authorisation will be valid until
Authorising the Board of Directors to decide on the issuance of shares and special rights entitling to shares
The general meeting authorised the Board of Directors to decide on issuing new shares and/or conveying treasury shares and/or granting options and other special rights referred to in Chapter 10, Section 1 of the Limited Liability Companies Act. A total maximum of 1,600,000 shares may be issued and/or treasury shares conveyed in one or several instalments (including shares that can be issued based on the special rights) corresponding to approximately 9 per cent of all the shares in the company.
New shares may be issued, and treasury shares conveyed to the company's shareholders in proportion to their current shareholdings in the company, or in deviation from the shareholders' pre-emptive right, through a directed share issue if there is a weighty financial reason for it from the company's point of view. New shares may be issued also without payment to the company itself. New shares may be issued, and treasury shares conveyed either against payment (share issue against payment) or without payment (share issue without payment). A directed share issue may be a share issue without payment only if there is an especially weighty financial reason for it from the company's point of view and taking into account the interests of all its shareholders. The authorisation may then be used for mergers and acquisitions or to finance other business-related investments, to maintain and increase the group's solvency, to implement incentive schemes, to expand the ownership base or to develop the capital structure.
The subscription price of the new shares and the consideration payable for the treasury shares shall be recorded in the invested unrestricted equity fund. The Board of Directors was authorised to decide on all other terms and conditions related to the issuance of new shares, conveyance of treasury shares or issuance of special rights entitling to shares. The authorisations will be valid until
Minutes of the meeting
The minutes of the general meeting will be available on the corporate website on
Further enquiries:
Tel. +358 (0)40 500 3826
alexander.rosenlew@orthexgroup.com
Saara Mäkelä, CFO,
Tel. +358 (0)40 083 8782
saara.makela@orthexgroup.com
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