EEZY PLC -- STOCK EXCHANGE RELEASE -- 13 APRIL 2021 AT 11.00
Decisions by the Eezy Plc’s Annual General Meeting on 13 April 2021
Eezy Plc’s annual general meeting (AGM) was held on 13 April 2021 starting at 10:00 a.m. at the offices of Castrén & Snellman Attorneys Ltd at Eteläesplanadi 14, Helsinki. The meeting was organised pursuant to the so-called temporary act so that the company’s shareholders and their proxy representatives participated in the meeting and exercised shareholder rights only by voting in advance and by presenting counterproposals and questions in advance.
The AGM approved all proposals included in the notice to the AGM.
The financial statements and the consolidated financial statements for the financial year 2020 were adopted. The members of the board of directors and the CEO were discharged from liability for financial year 2020. The remuneration report for governing bodies was approved.
The AGM decided that for the year 2020, a dividend of a maximum of EUR 0.15 per share be paid in two tranches so that the first tranche be distributed directly by a resolution of the annual general meeting and the second tranche by a potential resolution of the board of directors under the authorisation granted to it.
The first tranche of the dividend, EUR 0.10 per share, will be paid to shareholders who are registered in the company’s shareholder register held by Euroclear Finland Oy on the dividend record date of the first tranche, 15 April 2021. The dividends of this tranche will be paid on 22 April 2021.
The board of directors was authorised to decide on the distribution of the second dividend tranche in one tranche so that the amount of dividend to be distributed is a maximum of EUR 0.05 per 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 on the other measures required by the matter. The company will publish the potential dividend distribution decision separately and in the same connection confirm the final record and payment date.
The dividend to be potentially paid based on a resolution of the board of directors will be paid to shareholders who are 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: members and remuneration
Eight members were elected to the board of directors for a term ending at the end of the next annual general meeting following the election.
Tapio Pajuharju, Kati Hagros, Liisa Harjula, Timo Laine, Timo Mänty, Paul-Petteri Savolainen, Jarno Suominen and Mika Uotila were re-elected as the members of the board of directors.
In a formation meeting held immediately after the AGM, Tapio Pajuharju was elected to continue as the chairman. Liisa Harjula (chair), Jarno Suominen and Kati Hagros will continue as the Audit committee.
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 each per month for all other members of the board.
In addition, 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 are compensated in accordance with the company’s travelling policy and practices.
The AGM re-elected the company’s current auditor, KPMG Oy Ab, which has stated that Esa Kailiala, APA, will act as the responsible auditor. The term of the auditor will end at the end of the next annual general meeting following the election.
The auditor’s fees be paid against its reasonable invoice as approved by the company.
Authorisations for the board of directors
The general meeting 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 is 2,400,000 shares, which corresponds to approximately 9.7% of all the shares in the company.
The shares will be repurchased in trading organised at Nasdaq Helsinki Oy’s regulated market 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 will be repurchased using the company’s distributable unrestricted equity.
This authorisation revokes prior authorisations granted to the board of directors to repurchase the company’s own shares.
The authorisation is valid until the end of the annual general meeting of 2022, however, for a maximum of 18 months from the general meeting’s resolution on authorisation.
The general meeting authorised the board of directors to decide, in one or more tranches, on the issuances of shares as well as on the issuances of option rights and other special rights entitling to shares as referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act as follows:
The total maximum number of shares to be issued under the authorisation is 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 issuances of shares and the issuances of option rights and other special rights entitling to shares. The authorisation concerns both the issuance of new shares and the transfer of the 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 is 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 section 1 above.
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, section 11, subsection 1 of the Finnish Limited Liability Companies Act.
The authorisation revokes prior share issue authorisations granted to the board of directors.
The authorisation is valid until the end of the annual general meeting of 2022, however, for a maximum of 18 months from the general meeting’s resolution on share issue authorisation.
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