Munksjö Oyj: Decisions taken by the Annual General Meeting and the organisation meeting of the Board of Directors
MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE 15 April 2015 at 14:20 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 2014 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2014.
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 2014.
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 31 December 2014 adopted by the Annual General Meeting, the amount of return being EUR 0.25 per share.
The return of equity will be paid to a shareholder who on the record date of the payment 17 April 2015 is registered in the shareholder register of the company held by Euroclear Finland Ltd. The return of equity will be paid to shareholders on 24 April 2015.
Resolution on the remuneration of the members of the Board of Directors and the Nomination Board
The AGM resolved in accordance with the proposal of the Board that the remuneration of the Board of Directors shall increase. The annual remuneration of the Chairman is EUR 80,000 and EUR 40,000 each for the other Board members.
The AGM resolved in accordance with the proposal of the Board that the remuneration of the permanent Board committees shall remain unchanged with the exception of an increase in the remuneration of the Chairman of the Audit Committee. The Chairman of the Audit Committee will annually receive EUR 12,000 and the other members EUR 6,000 each. The Chairman of the Remuneration Committee will annually receive EUR 6,000 and the other members EUR 3,000 each.
The AGM resolved in accordance with the proposal of the Board that the annual remuneration for the Chairman of the Nomination Board is EUR 6,000 and the ordinary members EUR 3,000 each.
Travel expenses are reimbursed in accordance with the company's travel policy.
Resolution on the number of Board Members 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 six. The AGM resolved in accordance with the proposal of the Nomination Board that Sebastian Bondestam, Fredrik Cappelen, Alexander Ehrnrooth, Hannele Jakosuo-Jansson, Elisabet Salander Björklund and Peter Seligson were re-elected. 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 re-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 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 on the date of repurchase by using unrestricted shareholders’ equity.
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 at the latest on 29 April 2015.
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 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 continues to acquire its own shares
The Board of Directors decided to utilise the authorization given by the Annual General Meeting held today to continue to repurchase own shares. As previously communicated, the repurchased shares will be used primarily for implementing share-based incentive programmes of the company, or for other purposes defined in the authorization of the Annual General Meeting.
The repurchases will start at the earliest on 30 April 2015 and end on 3 October 2015 at the latest. The amount to be acquired shall not exceed 300,000 shares, corresponding to about 0.6 per cent of the total number of shares and votes. At the start of the repurchases Munksjö holds 225,000 own shares, corresponding to about 0.4 per cent of the total number of shares and votes.
The shares shall be acquired through public trading on Nasdaq Helsinki at the market price prevailing at the time of repurchase. Nordea Bank Finland Plc will act as stock broker in the repurchases.
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 – 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.