THE DECISIONS OF QT GROUP PLC'S ANNUAL GENERAL MEETING AND THE ORGANIZING MEETING OF THE COMPANY'S BOARD OF DIRECTORS
Qt Group Plc
Stock Exchange Release
March 14, 2017, 2:00 pm
Qt Group Plc's Annual General Meeting (AGM) held on March 14, 2017 adopted the company's annual accounts, including the consolidated annual accounts for the accounting period 1 Jan ‒ 31 Dec 2016, and discharged the Members of the Board and the Chief Executive Officer from liability.
Payment of dividend
The AGM decided that based on the balance sheet to be adopted for the accounting period ended December 31, 2016 no dividend will be paid.
Composition of the Board of Directors
The AGM decided to elect five members to the Board. Re-elected as Board members were Robert Ingman, Matti Rossi, Leena Saarinen, Tommi Uhari and Kai Öistämö. At the Organizing Meeting held after the General Meeting, Robert Ingman was elected as Chairman of the Board and Tommi Uhari was elected as Vice Chairman of the Board.
The Board decided on the composition of the Board Committees as follows:
Audit Committee: Tommi Uhari (chairman), Kai Öistämö and Matti Rossi
Compensation and Nomination Committee: Leena Saarinen (chairman), Tommi Uhari and Robert Ingman
Remuneration of the members of the Board of Directors
The AGM decided that the monthly remuneration payable to the Board members elected for the term until the close of Annual General Meeting 2018 shall be EUR 2,500, EUR 3,500 to the Vice Chairman of the Board, and EUR 5,500 to the Chairman of the Board. In addition, the Chairman of each Board Committee will receive a meeting fee of EUR 1,000 for every Committee meeting and in all other respects all Board Members will receive a meeting fee of EUR 500 for every meeting of the Board and Board Committee. In addition to the above mentioned fees, the ordinary and reasonable expenses of Board members will be remunerated according to the invoice.
Remuneration of the auditor
The AGM decided that the company's auditor will be reimbursed according to the auditor's reasonable invoice.
Authorizing of the Board of Directors to decide on the repurchase and/or acceptance as pledge of the company's own shares
The AGM authorized the Board to decide on the repurchase and/or acceptance as pledge of a maximum of 2,000,000 of the company's own shares by using funds in the unrestricted equity. The Board shall decide on how the shares will be repurchased. The shares may be repurchased otherwise than in proportion to the shareholdings of the current shareholders. The authorization also includes the acquisition of shares through public trading organized by Nasdaq Helsinki Ltd in accordance with its and Euroclear Finland Ltd's rules and instructions, or through offers made to shareholders. The shares may be repurchased in order to improve the capital structure of the company, to finance or carry out acquisitions or other arrangements, to carry out the company's share-based incentive schemes, to be transferred for other purposes, or to be cancelled. The shares shall be repurchased for a price based on the fair value quoted in public trading. The authorization shall be valid for 18 months from the issue date of the authorization, i.e. until September 14, 2018 and it replaces any earlier authorizations on repurchase and/or acceptance as pledge of company's own shares.
Authorizing the Board of Directors to decide on a rights issue
The AGM authorized the Board to decide on issuance of a total maximum of 4,500,000 new shares or treasury shares in one or several rights issues pursuant to the pre-emptive subscription rights of the shareholders.
The authorization shall be valid until December 31, 2017 and it shall not replace any earlier authorizations on share issue and granting of special rights.
The authorization includes the Board of Directors' right to decide on all terms relating to the share issue(s).
Authorizing the Board of Directors to decide on a share issue and granting of special rights entitling to shares
The AGM authorized the Board to decide on share issue and granting of special rights pursuant to Chapter 10 Section 1 of the Companies Act, subject to or free of charge, in one or several tranches on the following terms: The maximum total number of shares to be issued by virtue of authorization is 2,000,000. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. By virtue of the authorization, the Board of Directors is entitled to decide on share issues and granting of special rights waiving the pre-emptive subscription rights of the shareholders (directed issue). The authorization may be used in order to finance or carry out acquisitions or other arrangements, to carry out the company’s share-based incentive schemes and to improve the capital structure of the company, or for other purposes decided by the Board of Directors. The authorization includes the Board of Directors' right to decide on all terms relating to the share issue and granting of special rights including the subscription price, its payment and its entry into the company's balance sheet. The authorization shall be valid for 18 months from the issue date of the authorization, i.e. until September 14, 2018 and it shall not replace any earlier authorizations on share issue and granting of special rights.
Qt Group Plc
Qt Group Plc is responsible for Qt development, productization and licensing under commercial and open source licenses. The Qt offering includes a development environment that enables the reuse of software code across numerous different operating systems, platforms and screen types, ranging from desktops and embedded systems to wearables and mobile devices. Qt is used by approximately 1 million developers worldwide and is the leading independent technology behind millions of devices and applications. Qt is the platform of choice for in-vehicle systems, industrial automation devices and other business critical applications manufacturers, and is used by leading global players in 70+ industries. The Qt Company operates in China, Finland, Germany, Japan, Korea, Norway, Russia and USA with about 200 employees worldwide. The Qt Group is headquartered in Espoo, Finland and is listed on Nasdaq Helsinki Stock Exchange. The company’s net sales in year 2016 was 32 MEUR. To learn more visit http://qt.io