Decisions by Eezy Plc Annual General Meeting on 21 April 2020
Eezy Plc’s Annual General Meeting (AGM) was held today on 21 April 2020 starting at 10:00 under special arrangements in the Kämp Symposion meeting space at the address Kluuvikatu 2, Helsinki.
The AGM approved all proposals that were included in the notice to the AGM.
The financial statements and the consolidated financial statements for the financial year 2019 were adopted. The members of the board of directors and the CEO were discharged from liability for financial year 2019. The AGM supported the presented remuneration policy for governing bodies.
The AGM decided that no dividends be distributed based on the balance sheet to be adopted for 2019 by a resolution of the general meeting, but that the board of directors be authorised to decide on the distribution of dividends at their discretion as follows:
Based on the authorisation, the board of director can decide to distribute dividends from the company’s unrestricted equity in one or more tranches so that the amount of dividends to be distributed does not exceed a total of EUR 0.20/share. Based on the authorisation, the board of directors is entitled to decide on the amount of dividends within the limits of the above maximum amount, on the dividend record date, on the dividend payment date as well as for the other measures required by the matter. The company will publish each dividend distribution decision separately and in the same connection confirm the final record and payment dates.
The dividend to be paid based on a resolution of the board of directors will be paid to a shareholder registered in the company’s shareholder register held by Euroclear Finland Oy on the dividend record date.
The authorisation is valid until the opening of the next annual general meeting.
Board of Directors: remuneration and members
Eight members were elected to the board of directors for a term ending at the end of the next annual general meeting.
Tapio Pajuharju, Kati Hagros, Liisa Harjula, Timo Laine, Timo Mänty, Paul-Petteri Savolainen, Jarno Suominen and Mika Uotila were re-elected.
The members of the board of directors will be paid monthly remuneration as follows:
- EUR 4,000 per month for the chairperson of the board and
- EUR 2,000 per month for all other members of the board each.
In addition, for members of the board of directors’ committees will be paid a meeting fee of EUR 300 for each committee meeting. The reasonable traveling expenses of the members of the board of directors will be compensated in accordance with the company’s travelling policy and practices.
The AGM re-elected the company’s current auditor, audit firm KPMG Oy Ab, which had stated that Esa Kailiala, APA, will act as the responsible auditor. The term of the auditor shall end at the end of the next annual general meeting following the election.
The auditor’s fees will be paid against its reasonable invoice as approved by the company.
Authorisations for the Board of Directors
The AGM authorised the board of directors to decide on the repurchase of the company’s own shares using the company’s unrestricted equity under the following terms and conditions:
- The total maximum number of shares to be repurchased under the authorisation shall be 2,400,000 shares, which corresponds to approximately 9.7% of all the shares in the company.
- The shares are repurchased in trading organized by Nasdaq Helsinki Oy at a price formed in public trading on the date of repurchase. The shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders.
- The shares are repurchased using the company’s distributable unrestricted equity.
- This authorisation replaces prior authorisations granted to the board of directors to repurchase company’s own shares.
- The authorisation is valid until the end of the annual general meeting of 2021, however, for a maximum of 18 months from the general meeting’s resolution on authorisation.
The AGM authorised the board of directors to decide, in one or more tranches, on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares as referred to in chapter 10(1) of the Finnish Limited Liability Companies Act as follows:
- The total maximum number of shares to be issued under the authorisation shall be 4,800,000 shares, which corresponds to approximately 19.3% of all the shares in the company.
- The board of directors decides on all the terms and conditions regarding the issuance of shares and issuance of option rights and other special rights entitling to shares. The authorisation concerns both the issuance of new shares and the transfer of company’s own shares.
- The share issues, issuances of option rights and other special rights entitling to shares can take place in deviation from the shareholders’ pre-emptive subscription right (directed issue) if the company has a weighty financial reason to do so, such as the financing or the implementation of a merger or acquisition, the development of the company’s capital structure or the implementation of the company’s incentive schemes.
- The total maximum number of shares to be issued for the purpose of implementing the company’s incentive schemes shall be 200,000 shares, which corresponds to approximately 0.8% of all the shares in the company. For the avoidance of doubt, the above number of shares to be issued for the implementation of incentive schemes is included in the overall number of the issuance authorisation referred to in sub-section 1
- Based on the authorisation, the board of directors is also authorised to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10% of all the shares in the company. This amount includes shares that may be held by the company and its subsidiaries in the manner provided for in chapter 15(11)(1) of the Finnish Limited Liability Companies Act.
- The authorisation replaces prior share issue authorisations granted to the board of directors.
- The authorisation is valid until the end of the annual general meeting of 2021, however, for a maximum of 18 months from the general meeting’s resolution on share issue authorisation.
Organisation of the Board of Directors of Eezy Plc
The organisational meeting of Eezy Plc Board of Directors was held today, 21 April 2020. The Board of Directors elected Tapio Pajuharju as its Chairman.
Liisa Harjula was elected as Chairman of the Audit Committee and Jarno Suominen and Kati Hagros as members of the Audit Committee.
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