Resolutions of Pihlajalinna Plc's Annual General Meeting of Shareholders
Pihlajalinna Plc Stock Exchange Release 5 April 2018 at 14:45
Resolutions of Pihlajalinna Plc's Annual General Meeting of Shareholders
Pihlajalinna Plc's Annual General Meeting of Shareholders was held in Tampere today, 5 April 2018. The meeting adopted the Annual Accounts including the Consolidated Annual Accounts for 2017 and discharged the members of the Company's Board of Directors and the CEOs from liability for the financial year 2017.
Dividend
The General Meeting resolved, in accordance with the Board of Directors' proposal, to pay a dividend of EUR 0.16 per share for the financial year that ended on 31 December 2017. The dividend will be paid to a shareholder who on the dividend record date 9 April 2018 is registered as a shareholder in the Company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid on 16 April 2018.
Remuneration of the members of the Board of Directors
The General Meeting decided that the annual remuneration to the members of the Board of Directors be kept unchanged and paid as follows: to the full-time Chairman of the Board of Directors EUR 250,000, to the Vice-Chairman EUR 48,000 and to the other members EUR 24,000 per year.
In addition, the General Meeting decided that each member of the Board will be paid EUR 500 per meeting of the Board and of a Committee. In addition, reasonable travelling expenses would be paid according to the Company travel rules.
Composition of the Board of Directors
The General Meeting decided that the number of members of the Board of Directors shall be eight (8). Timo Everi, Leena Niemistö, Jari Sundström, Seija Turunen and Mikko Wirén were re-elected and Matti Bergendahl, Kati Sulin and Gunvor Kronman were elected as new members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting.
Annual General Meeting elected Mikko Wirén as the Chairman of the Board and Matti Bergendahl as Vice-Chairman.
Auditor
KPMG Oy Ab, a firm of authorized public accountants, was appointed as the Company's auditor for the financial year 1 January–31 December 2018. The responsible auditor will be Lotta Nurminen, APA.
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 in one or several instalments. 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 regulated market 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) if there are weighty reasons for the Company.
The authorization cancels the authorization given by the Annual General Meeting on 4 April 2017 to decide on the repurchase 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 30 June 2019.
Authorization for the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The General Meeting authorized the Board of Directors to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act by virtue of one or several decisions as follows.
The number of shares issued pursuant to the authorization shall not exceed 3,091,971 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 other special rights entitling to shares. The authorization includes a right to deviate from the shareholders pre-emptive right to subscription (directed issue) if there are weighty reasons for the Company. The authorization may be used, for example, to finance acquisitions or other business arrangements and investments or the implementation of the Company's share-based incentive plans as well as other purposes determined by the Company's Board of Directors.
The authorization cancels the authorization given by the Annual General Meeting on 4 April 2017 to decide on issuance of shares and other special rights entitling to shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2019.
Amendment of the composition of the Shareholders’ Nomination Board as well as its Charter
The General Meeting decided to amend the second paragraph of section 2 of the Charter of the Shareholders' Nomination Board so that the second paragraph reads as follows in its entirety:
“In case two of the largest shareholders have an equal number of shares and votes and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision between them shall be made by drawing lots. If a shareholder who has distributed his/her/its holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in his/her/its share of ownership makes a written request to such effect to the Chairman of the Board of Directors no later than on August 31, or if there are such shareholders in the Company the ownership of which, according to the knowledge of the Company, are calculated together when disclosing changes in share of ownership in accordance with the Finnish Securities Markets Act, such shareholder’s holdings in several funds or registers, or holdings of such shareholders that the Company has knowledge as described above, will be combined when calculating the share of votes which determines the nomination right, and provided that combined holdings entitle, pursuant to the preceding paragraph, to appoint a member in the Nomination Board, such shareholder has, or such shareholders have, a right to appoint one member in the Nomination Board. Should a shareholder not wish to exercise his/her/its nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.”
The constitutive meeting of the Pihlajalinna Plc Board of Directors
Pihlajalinna Plc Board of Directors appointed the following members to its committees in its constitutive meeting on 5 April 2018:
Audit committee:
Seija Turunen (chairman), Matti Bergendahl, Leena Niemistö and Kati Sulin
Remuneration committee:
Mikko Wirén (chairman), Timo Everi, Gunvor Kronman and Jari Sundström
Mr. Ari Keinänen, 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.fi as from 19 April 2018 at the latest.
Pihlajalinna Plc
Further information:
Joni Aaltonen, CEO, +358 40 524 7270
Siri Markula, Head of Communications and IR, +358 40 743 2177, siri.markula@pihlajalinna.fi
Distribution:
Nasdaq Helsinki
Major media
investors.pihlajalinna.fi
Pihlajalinna in brief
Pihlajalinna is one of the leading private social and healthcare services providers in Finland. The company serves private individuals, businesses, insurance companies and public sector entities, such as municipalities and joint municipal authorities. In its private clinics and hospitals Pihlajalinna provides general practitioner services, specialised care, emergency and on-call services, a wide range of surgical services, occupational healthcare and dental care. In addition, the company offers innovative social and healthcare service provision models to public sector entities.