Decisions taken by Avidly Plc’s Annual General Meeting and Board of Directors
Avidly Plc, Company Announcement, 1 Apr 2019 at 17:00 EET
Decisions taken by Avidly Plc’s Annual General Meeting and Board of Directors
The Annual General Meeting (AGM) of Avidly Plc was held on 1 April 2019 in Helsinki. The AGM adopted the Financial Statements including the consolidated financial statement, the Board of Directors’ Report and the Auditor’s Report for the year 2018 and discharged the members of the Board of Directors and the CEO from liability. The AGM resolved to pay dividend of EUR 0.08 per share.
Use of profit and payment of dividend
The AGM resolved, according to the proposal of the Board of Directors, that a dividend of EUR 0.08 per share will be paid to all shares, excluding the treasury shares held by the company. Rest of the profits shall be left to an account for profits/losses.
The dividend will be paid to the shareholders registered in the shareholders’ register of Avidly on the record date 3 April 2019. The dividend will be paid on 10 April 2019.
Auditor
The AGM resolved, according to the proposal of the Board of Directors, that the auditor's remuneration and reimbursements shall be paid as reasonably invoiced and approved by Avidly Plc. The AGM elected Jari Paloniemi, Authorised Public Accountant, as the Auditor and Veikko Terho, Authorised Public Accountant, as the Deputy Auditor of Avidly Plc.
Board of Directors
The AGM resolved that five members shall be elected to the Board of Directors of Avidly Plc for the incoming term. In addition, The AGM resolved that the remuneration for the Chairman of the Board shall be EUR 4,000 per month and for the other members of the Board EUR 2,000 per month. The remuneration shall be paid monthly for those months the person acts as a member or the Chairman of the Board. The travel expenses of members of the Board shall be compensated in accordance with Avidly Plc’s travel policy. Other allowances shall not be paid.
The AGM elected Joakim Fagerbakk, Lasse Järvinen, Juha Mikkola, Ville Skogberg and Jari Tuovinen as members of the Board of Directors of Avidly Plc for a term that expires at the end of the next Annual General Meeting.
Authorisation to acquire Company's own shares
The AGM resolved, in line with the proposal by the Board of Directors and by revoking the previous, unused authorisations, to authorise the Board of Directors to resolve upon the acquisition of the Company’s own shares in one or more instalments. The maximum amount of shares to be acquired under the authorisation is 236,877 shares, corresponding to approximately a maximum of 10 percent of all shares in Avidly Plc on the date of the notice to the general meeting. Any acquisition under the authorisation may only be carried out by using the Company’s non-restricted equity and at a value formed in Nasdaq First North market place maintained by Nasdaq Helsinki Ltd (Helsinki Stock Exchange) at the time of the applicable acquisition.
The Board of Directors is otherwise be authorised to resolve upon all terms and conditions of the aforementioned acquisitions, including the procedure by which the shares shall be acquired. The authorisation shall not limit the right of the Board of Directors to resolve upon directed acquisitions of own shares, provided that Avidly Plc has weighty financial grounds for such. The authorisation is proposed to be used in connection with transactions important to Avidly Plc, such as when executing arrangements or transactions relating to the company’s business or in connection with other situations as resolved upon the Board of Directors from time to time, provided that there are weighty financial grounds for acquiring own shares. The acquired shares may be held in the Company’s possession or they may be annulled or further transferred. The authorisation is valid until 30 June 2020.
Share issues
The AGM resolved, in line with the proposal by the Board of Directors, to authorise the Board of Directors to resolve upon one or more share issues without payment and/or share issues against payment. The authorisation includes the right to issue new shares or to transfer treasury shares possessed by Avidly Plc or to resolve upon issuing of option rights and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1. The maximum amount of shares that can be issued under the authorisation, either by issuing new shares, transferring treasury shares possessed by Avidly Plc or by issuing option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1, is 1,000,000 shares. The amount corresponds to approximately a maximum of 30 percent of all shares in Avidly Plc, after all shares that can be issued and/or all treasury shares that can be transferred and/or all shares that can be issued based on option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1 have been issued and/or transferred pursuant to a decision made under the authorisation.
The authorisation shall not limit the right of the Board of Directors to resolve upon directed issues of shares or option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act 10 Section 1. The authorisation shall not revoke the valid authorisation granted to the Board of Directors on 31 August 2018 to directly issue, without payment, maximum of 800 000 new company shares in order to pay an additional purchase price for Avidly AB’s shares. The authorisation shall be used in connection with arrangements that are important to the company, such as in transactions and business acquisitions or in connection with financing of other business arrangements or investments. The authorisation may also be used for expanding the Company’s ownership structure, providing incentives to the Company’s employees or for strengthening employee engagement or in connection with other applicable situations as resolved upon the Board of Directors from time to time, provided that there are weighty financial grounds for issuing shares or option or other special rights set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1. The pre-emptive subscription right of shareholders can be deviated from in the event the Company has weighty financial ground for such deviation, or when required by the Finnish Limited Liability Companies Act, when the company has especially weighty financial ground. The authorisation is valid until 30 June 2020.
Decisions by the Board of Directors
In its organising meeting held after the AGM, the Board of Directors’ of Avidly Plc elected Jari Tuovinen as Chairman of the Board and Juha Mikkola as Vice Chairman.
AVIDLY PLC
Board of Directors
Additional information:
Jyrki Vaittinen, CEO, tel. +358 40 703 1662
Oaklins Merasco Oy is the Certified Advisor for the company, tel. +358 (0)9 6129 670.
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