Munksjö Oyj: Decisions taken by Munksjö Oyj's Annual General Meeting and the organisation meeting of the Board of Directors

Munksjö Oyj STOCK EXCHANGE RELEASE 2 April 2014 at 13:45 pm CET

Munksjö Oyj: Decisions taken by Munksjö Oyj's Annual General Meeting and the organisation meeting of the Board of Directors

Munksjö Oyj’s Annual General Meeting was held in Helsinki today. The Annual General Meeting adopted the Financial Statements for 2013 and discharged the members of the Board of Directors and the President & CEO from liability for the 2013 financial year.

- Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The AGM resolved in accordance with the proposal of the Board of Directors that no dividend will be paid for the fiscal year 2013.

- Resolution on the payment of funds as return of equity from the reserve for invested non-restricted equity

The AGM resolved in accordance with the proposal of the Board of Directors to pay funds from the reserve for invested non-restricted equity as return of equity based on the balance of December 31, 2013 adopted by the Annual General Meeting, the amount of return being EUR 0.1 per share.

The return of equity will be paid to a shareholder who on the record date of the payment April 7, 2014 is registered in the shareholder register of the company held by Euroclear Finland Ltd. The return of equity will be paid to the shareholders on April 14, 2014.

- Resolution on the remuneration of the members of the Board of Directors

The AGM resolved in accordance with the proposal of the Nomination Board that the remuneration of the Board members remains unchanged. The annual remuneration of the Chairman is EUR 70,000 and EUR 35,000 for the other Board members. 

The AGM resolved in accordance with the proposal of the Board that the remuneration of the members of the permanent Board committees remains unchanged. The Chairman of the Audit Committee will receive an annual remuneration of EUR 9 000 and the members an annual remuneration of EUR 6 000. The Chairman of the Remuneration Committee will receive an annual remuneration of EUR 6 000 and the members an annual remuneration of EUR 3 000.

No remuneration will be paid to the members of the Nomination Board. Travel expenses are reimbursed in accordance with the company's travel policy.

- Resolution on the number of members of the Board of Directors and the election of members of the Board of Directors

The AGM resolved in accordance with the proposal of the Nomination Board that the number of Board members be seven. The AGM resolved in accordance with the proposal of the Nomination Board that Sebastian Bondestam, Fredrik Cappelen, Hannele Jakosuo-Jansson, Elisabet Salander Björklund and Peter Seligson were re-elected. Caspar Callerström and Alexander Ehrnrooth were elected as new members of the Board. The Board members were elected for the period ending at the close of the next Annual General Meeting.

- Election of Auditor and resolution on the remuneration of the Auditor

The AGM resolved in accordance with the proposal of the Board to elect KPMG Oy Ab as the company’s auditor. KPMG Oy Ab has designated Authorized Public Accountant Sixten Nyman as the Responsible Auditor. The AGM further resolved that the auditor’s remuneration be paid according to invoicing accepted by the company.

- Authorizations to repurchase and distribute the company’s own shares as well as to accept them as pledge

The AGM authorized the Board of Directors to resolve to repurchase and to distribute the company’s  own shares as well as to accept them as pledge in one or more instalments on the following conditions:

The number of shares to be repurchased or accepted as pledge by virtue of the authorization shall not exceed 4,000,000 shares in the company, yet always taking into account the limitations set forth in the Companies’ Act as regards the maximum number of shares owned by or pledged to the company or its subsidiaries. The shares may be repurchased only through public trading at the prevailing market price by using unrestricted shareholders’ equity. The rules and guidelines of NASDAQ OMX Helsinki Oy and Euroclear Finland Ltd shall be followed in the repurchase.

The authorization includes the right for the Board of Directors to decide upon all other terms and conditions for the repurchase of the company’s own shares, or their acceptance as pledge, including the right to decide on the repurchase of the company’s own shares otherwise than in proportion to the shareholders’ holdings in the company.

By virtue of the authorization, the Board of Directors has the right to resolve to distribute a maximum of 4,000,000 own shares held by the company. The Board of Directors will be authorized to decide to whom and in which order the own shares will be distributed. The Board of Directors may decide on the distribution of the company’s own shares otherwise than in proportion to the existing pre-emptive right of shareholders to purchase the company's own shares. The shares may be used e.g. as consideration in acquisitions and in other arrangements as well as to implement the company's share-based incentive plans in the manner and to the extent decided by the Board of Directors. The Board of Directors also has the right to decide on the distribution of the shares in public trading for the purpose of financing possible acquisitions. The authorization also includes the right for the Board of Directors to resolve on the sale of the shares accepted as a pledge. The authorization includes the right for the Board of Directors to resolve upon all other terms and conditions for the distribution of the shares held by the company.

The authorizations for the Board of Directors to repurchase the company’s own shares, to distribute them as well as to accept them as pledge are valid for 18 months from the close of the Annual General Meeting but will, however, expire at the close of the next Annual General Meeting, at the latest.

- The minutes of the Annual General Meeting

The minutes of the meeting will be available on www.munksjo.com as from April 16, 2014.

- Decisions taken by the Board of Directors after the AGM

The organisation meeting of the Board of Directors, which was held immediately after the General Meeting, elected Peter Seligson as Chairman and Fredrik Cappelen as Vice Chairman of the Board.

The Board of Directors appointed two permanent committees, the Audit Committee and the Remuneration Committee. The members of the Audit Committee are Elisabet Salander Björklund (chairman), Alexander Ehrnrooth and Sebastian Bondestam. The members of the Remuneration Committee are Peter Seligson (chairman), Fredrik Cappelen and Hannele Jakosuo-Jansson. 

Munksjö Oyj


For further information, please contact:

Åsa Fredriksson, SVP HR and Communications, tel. +46 10 250 1003
Laura Lindholm, Investor Relations Manager, tel. +46 10 250 1026

Munksjö – Materials for innovative product design
The Munksjö Group is an international specialty paper company with a unique product offering for a large number of industrial applications and consumer-driven products. Founded in 1862, Munksjö is among the leading producers in the world of high-value added papers within attractive market segments such as Decor paper, Release Liners, Electrotechnical paper, Abrasive backings and Interleaving paper for steel. Given Munksjö’s global presence and way of integrating with its customers’ operations, the company forms a global service organisation with approximately 3,000 employees. Production facilities are located in France, Sweden, Germany, Italy, Spain, Brazil and China. Munksjö Oyj is listed on NASDAQ OMX Helsinki. Read more at www.munksjo.com.