Pihlajalinna Plc:Resolutions of Pihlajalinna Oyj's Annual General Meeting of Shareholders

Stock Exchange Release April 4, 2016 at 16.15 p.m. EET

Resolutions of Pihlajalinna Oyj's Annual General Meeting of Shareholders

Pihlajalinna Plc's Annual General Meeting of Shareholders was held in Tampere on April 4, 2016. The meeting adopted the Annual Accounts including the Consolidated Annual Accounts for 2015 and discharged the members of the Company's Board of Directors and the CEO from liability for the financial year 2015.

Dividend

The Board of Directors had proposed in the notice to the General Meeting that a dividend of EUR 0.02 per share would be paid for the year 2015. The General Meeting decided, based on the amended proposal of the Board of Directors, that no dividend is paid for the year 2015.

Composition of the Board of Directors

The General Meeting decided that the number of members of the Board of Directors shall be six (6) at a time. Ms. Leena Niemistö, Mr. Jari Sundström and Mr. Aarne Aktan were re-elected and Ms. Seija Turunen, Mr. Jari Eklund, Mr. Timo Everi and Mr. Mikko Wirén were elected as new members of the Board of Directors for a term ending at the end of the next Annual General Meeting.

The term of office of Mr. Mikko Wirén as a member of the Board of Directors begins when his appointment as the CEO of the Company ends. Mr. Aarne Aktan has announced that he will resign from the Board of Directors when his term as the new CEO of the Company commences.

Remuneration of the members of the Board of Directors

The General Meeting decided that the remuneration to the members of the Board of Directors will be paid as follows: to the Chairman EUR 3,500, to the Vice-Chairman EUR 2,500 and to the other members EUR 2,000 per month.

In addition, the General Meeting decided that each Board member shall be paid a meeting fee of EUR 500 for each Board and Committee meeting. In addition travel compensation will be paid according to the state travel code.

Auditor

KPMG Oy Ab, a firm of authorized public accountants, was elected as the Auditor of the Company for the financial year January 1 - December 31, 2016. Ms. Lotta Nurminen, APA, will be the Auditor with principal responsibility.

The Auditor's remuneration is paid against an invoice approved by the Audit Committee of the Board of Directors.

Authorization for the Board of Directors to resolve on the repurchase of the Company's own shares

The General Meeting decided to authorize the Board of Directors to resolve on the repurchase of an aggregate maximum of 2,061,314 of the Company's own shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2017. The authorization revokes all previous authorizations to resolve on the repurchase of the Company's own shares.

Own shares may be repurchased on the basis of the authorization only by using non-restricted equity. Own shares may be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. Own shares may be repurchased using, inter alia, derivatives. The Board of Directors resolves on how shares are repurchased. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase)

Authorization for the Board of Directors to resolve on the issuance of shares and special rights entitling to shares

The General Meeting decided to authorize the Board of Directors to resolve on the issuance of shares and special rights entitling to shares. The aggregate number of shares to be issued on the basis of the authorization may not exceed 4,122,629 shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2017. The authorization revokes all previous authorizations to resolve on the issuance of shares and special rights entitling to shares.

The authorization concerns both the issuance of new shares as well as the transfer of the Company's own shares. The Board of Directors decides on all other terms and conditions of the issuance of shares and special rights entitling to shares. The authorization includes a right to deviate from the shareholders pre-emptive right to subscription (directed issue).

 Mr. Manne Airaksinen, Attorney-at-Law, chaired the meeting.

The minutes of the Annual General Meeting will be available on the Company's website at http://investors.pihlajalinna-konserni.fi as from April 18, 2016 at the latest.

PIHLAJALINNA PLC

The Board of Directors


Further information

Terhi Kivinen, SVP, Communications, Marketing and IR, Pihlajalinna Plc, +358 40 848 4001, terhi.kivinen@pihlajalinna.fi

Distribution

Nasdaq Helsinki Oy

Key media

investors.pihlajalinna-konserni.fi   

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