PIHLAJALINNA OYJ Pihlajalinna Plc Stock exchange release
Resolutions of the Annual General Meeting and the constitutive meeting of the Board of Directors of
The Annual General Meeting of
Dividend
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that based on the adopted balance sheet for the financial year that ended on
Remuneration Report
The Annual General Meeting approved the Remuneration Report concerning the remuneration of the members of the Board of Directors and CEO of
Remuneration Policy
The Annual General Meeting approved the Remuneration Policy for the company's governing bodies. The Annual General Meeting's resolution on the remuneration policy is advisory.
Remuneration of the members of the Board of Directors
The Annual General Meeting resolved that the Board of Directors elected at the General Meeting will be paid the following annual remuneration for the term ending at the conclusion of the Annual General Meeting in 2025: Chair of the Board of Directors
The annual remuneration shall be paid in company shares and money in such a way that approximately 40% of the remuneration is used to procure company shares on behalf and in the name of the members of the Board of Directors and the remainder is paid in money. The remuneration can be paid either entirely or partially in money, if the member of the Board of Directors has on the day of the General Meeting,
The remuneration to be paid in shares can be paid by transferring company shares in possession of the company to the members of the Board of Directors or by procuring shares directly on the behalf of the members of the Board of Directors within three weeks after the interim report for the period of 1 January -
The Annual General Meeting further resolved that a meeting fee of
Composition of the Board of Directors
The Annual General Meeting resolved that the number of members of the Board of Directors shall be fixed at seven members instead of the previous eight.
The Annual General Meeting elected
Auditor
The auditing corporation
Sustainability reporting assurer
In accordance with the EU Corporate Sustainability Reporting Directive (CSRD) and the relevant national legislation,
On the recommendation of the Audit Committee, the Authorised Sustainability Audit Firm KPMG Oy Ab was elected as the company's sustainability reporting assurer for the year 2024. The principally responsible sustainability reporting assurer will be
Authorising the Board of Directors to resolve on the repurchase of the company's own shares
The Annual General Meeting authorised the Board of Directors to decide on the repurchase of a total of no more than 2,260,000 of the company's own shares, in one or several batches, which corresponds to approximately 10% of the company's present shares. By virtue of the authorisation, own shares may be repurchased only by using unrestricted equity.
Own shares can be repurchased at a price formed in trading on regulated market on the date of the repurchase or otherwise at a price formed on the market. Derivatives, among other things, may also be used in the repurchase. The Board of Directors will decide how shares are repurchased. Own shares can be repurchased otherwise than in proportion to the shares held by shareholders (directed repurchase), if there is a weighty financial reason for the company to do so.
This authorisation revokes the authorisation granted by the General Meeting on
Authorising the Board of Directors to resolve on the issuance of shares and other special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to resolve on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, in one or more batches as follows.
The total number of shares to be issued by virtue of the authorisation shall not exceed 2,260,000, which corresponds to approximately 10% of the company's present shares. The authorisation concerns both the issuance of new shares and conveying the company's own shares.
The Board of Directors decides on all other terms and conditions of the issuance of shares and other special rights entitling to shares and has the right to deviate from the shareholder's pre-emptive subscription right (directed issue) if there is a weighty financial reason for the company to do so. The authorisation may be used, for example, to finance corporate acquisitions or other business arrangements and investments, or to implement the company's share-based incentive schemes and for other purposes to be decided upon by the company's Board of Directors.
This authorisation revokes the authorisation granted by the General Meeting on
The Chair of the Annual General Meeting was attorney
The minutes of the Annual General Meeting will be available as of no later than
The constitutive meeting of
The Board of Directors of
Audit Committee:
People Committee:
It was agreed that all members of the Board of Directors may join any of the committee meetings.
Enquiries through
Distribution:
Key media
investors.pihlajalinna.fi
https://news.cision.com/pihlajalinna-oyj/r/resolutions-of-the-annual-general-meeting-and-the-constitutive-meeting-of-the-board-of-directors-of-,c3959305
https://mb.cision.com/Main/15465/3959305/2723072.pdf
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