CONSTI PLC STOCK EXCHANGE RELEASE 7 APRIL 2021, at 4.30 p.m.
Resolutions of the Annual General Meeting of Consti Plc on 7 April 2021
Annual General Meeting of Consti Plc was held through exceptional procedures on 7 April 2021 in Helsinki, Finland in accordance with the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020), which entered into force on 3 October 2020. The Company’s shareholders and their proxy representatives were able to participate in the General Meeting and exercise their shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. It was not possible to participate in the meeting in person at the meeting venue.
The General Meeting adopted the financial statements for financial period 2020, discharged the members of the Board of Directors and the CEO from liability for the financial period 2020 and adopted the Company’s remuneration report for governing bodies.
The General Meeting resolved that a dividend of EUR 0.40 per share for the financial year 2020 shall be paid. The dividend shall be paid to a shareholder who is registered in the Company's shareholders’ register, maintained by Euroclear Finland Ltd, on the record date for payment, 9 April 2021. It was resolved that the dividend is paid on 16 April 2021.
The Board of Directors and the Auditor
The General Meeting resolved that the Board of Directors consists of six (6) members. The current members of the Board of Directors Tapio Hakakari, Erkki Norvio, Petri Rignell, Pekka Salokangas, Anne Westersund and Johan Westermarck were re-elected as members of the Board of Directors for the following term of office.
Audit firm Ernst & Young Ltd was re-elected as Auditor of the Company and Toni Halonen, Authorised Public Accountant, will act as the auditor in charge.
It was resolved that the annual remuneration of the Board Members is paid as follows: Chairman of the Board of Directors is paid EUR 36,000 and members of the Board of Directors are each paid EUR 24,000. It was also resolved that a EUR 500 fee per member per meeting is paid for meetings of the Board of Directors. It was resolved that the travel expenses incurred from participating in the meetings of the Board of Directors are compensated against an invoice. No separate remuneration is awarded for committee work. It was resolved that Auditor is paid a remuneration according to a reasonable invoice approved by the Company.
Authorisation of the Board of Directors to decide on the acquisition of own shares as well as on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors was authorised to decide on the acquisition of a maximum of 580,000 own shares in one or more tranches by using the unrestricted equity of the Company. The own shares can be acquired at a price formed in public trading on the acquisition date or at a price otherwise formed on the market. In the acquisition, derivatives, inter alia, can be used. The acquisition of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed acquisition). Own shares acquired by the Company may be held by it, cancelled or transferred. The authorisation includes the right of the Board of Directors to resolve on how the own shares are acquired as well as to decide on other matters related to the acquisition of own shares.
The authorisation revokes previous unused authorisations on the acquisition of the Company’s own shares. The authorisation is valid until the following Annual General Meeting, however no longer than until 30 June 2022.
The Board of Directors was authorised to decide on the issuance of shares and on the transfer of special rights entitling to shares referred to in Chapter 10, Section 1 of the Limited Liability Companies Act, in one or several tranches, either against or without consideration. The number of shares to be issued, including shares transferred under special rights, may not exceed 780,000 shares. The Board of the Directors may decide to issue either new shares and/or transfer of own shares possibly held by the Company.
The authorisation entitles the Board of Directors to resolve on all the conditions of the issuance of shares and the issuance of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.
The authorisation revokes previous unused authorisations on the issuance of shares and the issuance of options and other special rights entitling to shares. The authorisation is valid until the end of the following Annual General Meeting, however no longer than until 30 June 2022.
The minutes of the General Meeting will be available on the website of Consti Plc at https://investor.consti.fi/en as of 21 April 2021, at the latest.
Esa Korkeela, CEO
Esa Korkeela, CEO, Consti Plc, Tel. +358 40 730 8568
Joni Sorsanen, CFO, Consti Plc, Tel. +358 50 443 3045
Nasdaq Helsinki Ltd.
Consti is a leading Finnish company concentrating on renovation and technical services. Consti offers comprehensive renovation and building technology services and selected new construction services to housing companies, corporations, investors and the public sector in Finland’s growth centres. Company has four business areas: Housing Companies, Corporations, Public Sector and Building Technology. In 2020, Consti Group’s net sales amounted to 275 million euro. It employs approximately 1000 professionals in renovation construction and building technology.
Consti Plc is listed on Nasdaq Helsinki. The trading code is CONSTI. www.consti.fi