Munksjö Oyj: Decisions taken by the Annual General Meeting and the organisation meeting of the Board of Directors
MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE 6 April 2016 at 2:00 p.m. CEST
Munksjö Oyj: Decisions taken by the 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 2015 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2015.
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 2015.
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 unrestricted equity as return of equity based on the balance sheet of 31 December 2015, adopted by the Annual General Meeting, the amount of return being EUR 0.30 per share.
The return of equity will be paid to a shareholder who on the record date of the payment 8 April 2016 is registered in the shareholders’ register of the company held by Euroclear Finland Oy or in the separate register of shareholders maintained by Euroclear Sweden AB for Euroclear Sweden AB registered shares. The return of equity payable for Euroclear Sweden AB registered shares is forwarded by Euroclear Sweden AB. The return of equity will be paid to the shareholders on 19 April 2016.
Resolution on the remuneration of the members of the Board of Directors and the Shareholders’ Nomination Board
The AGM resolved in accordance with the proposal of the Board that the annual remuneration of the Board of Directors, Board Committees and Nomination Board remains unchanged with the exception of the Vice Chairman’s annual remuneration, which shall increase.
The Chairman will receive EUR 80,000 a year, the Vice Chairman EUR 50,000 (previously 40,000) and the ordinary members EUR 40,000 each.
The Chairman of the Audit Committee will annually receive EUR 12,000 and the ordinary members EUR 6,000 each. The Chairman of the Remuneration Committee will annually receive EUR 6,000 and the ordinary members EUR 3,000 each.
The Chairman of the Nomination Board will annually receive EUR 6,000 and the ordinary members EUR 3,000 each.
Travel expenses will be reimbursed in accordance with the company's travel policy.
Resolution on the number of members of the Board of Directors and 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 increases to seven.
The AGM resolved in accordance with the proposal of the Nomination Board that Sebastian Bondestam, Alexander Ehrnrooth, Hannele Jakosuo-Jansson, Elisabet Salander Björklund and Peter Seligson were re-elected and that Anna Ohlsson-Leijon and Mats Lindstrand 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. The CVs of the Board members are available at www.munksjo.com.
Amendments to the Charter of the Shareholders’ Nomination Board
The AGM resolved in accordance with the proposal of the Shareholders’ Nomination Board to amend the Charter of the Nomination Board mainly as a consequence of the entry into force of the new Finnish Corporate Governance Code on 1 January 2016. The Charter of the Nomination Board was amended by adding (i) a right for holders of nominee registered shares to be considered when the Nomination Board is appointed, (ii) a new duty of the Nomination Board to include a recommendation in its proposal of board members on who of the persons nominated shall be elected as Chairman of the Board of Directors, (iii) a new duty of the Nomination Board to establish its principles of diversity, (iv) a right for the Nomination Board to decide what knowledge and competencies are required by the board members in each case by removing the list of knowledge and competencies to be possessed by the board members from the Nomination Board Charter and (v) a right for the Nomination Board to receive information on factors affecting the evaluation of independence of the members of the Board of Directors. In conjunction with these amendments, some additional amendments of a mainly technical nature were made.
Election of Auditor and resolution on the remuneration of the Auditor
The AGM resolved in accordance with the proposal of the Board to re-elect KPMG Oy Ab as the company’s auditor. KPMG Oy Ab has designated Authorised Public Accountant Sixten Nyman as the Responsible Auditor.
The AGM resolved in accordance with the proposal of the Board that the auditor’s remuneration be paid according to invoicing accepted by the company.
Authorisations to repurchase and distribute the company’s own shares as well as to accept them as pledge
The AGM authorised 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 authorisation 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 on the date of repurchase by using unrestricted shareholders’ equity.
The authorisation 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 authorisation, 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 authorised 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 authorisation also includes the right for the Board of Directors to resolve on the sale of the shares accepted as a pledge. The authorisation 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 authorisations 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/agm as from 20 April 2016, at the latest.
Decisions taken by the Board of Directors after the AGM
Election of the Chairman of the Board and the members of the permanent committees
The organisation meeting of the Board of Directors, which was held immediately after the General Meeting, elected Peter Seligson as Chairman and Elisabet Salander Björklund 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 (Chair), Sebastian Bondestam and Anna Ohlsson-Leijon. The members of the Remuneration Committee are Peter Seligson (Chairman), Alexander Ehrnrooth and Hannele Jakosuo-Jansson.
Munksjö Oyj
For further information, please contact:
Anna Selberg, SVP Communications, tel. +46 70 323 10 32
Laura Lindholm, Investor Relations Manager, tel. +46 72 703 63 36
Made by Munksjö - Intelligent paper technology
Munksjö is a world-leading manufacturer of advanced paper products developed with intelligent paper technology. Munksjö offers customer-specific innovative design and functionality in areas ranging from flooring, kitchens and furnishings to release papers, consumer-friendly packaging and energy transmission. The transition to a sustainable society is a natural driving force for Munksjö's growth as the products can replace non-renewable materials. This is what "Made by Munksjö" stands for. Given Munksjö's global presence and way of integrating with the customers, the company forms a worldwide service organisation with approximately 2,900 employees and 15 facilities located in France, Sweden, Germany, Italy, Spain, Brazil and China. Munksjö's share is listed on Nasdaq in Helsinki and Stockholm. Read more at www.munksjo.com.