Decisions taken by Avidly Plc’s Annual General Meeting and Board of Directors

Decisions taken by Avidly Plc’s Annual General Meeting and Board of Directors

Avidly Plc, company release, 1 April 2020 at 11.35 am EET

 

The Annual General Meeting of Avidly Plc was held today in Helsinki, Finland.

Adoption of financial statements and discharge from liability

The general meeting adopted the Financial Statements including the consolidated financial statement and discharged the members of the Board of Directors and the CEO from liability.

Payment of dividend

The general meeting resolved, according to the proposal of the Board of Directors that the loss based on the adopted balance sheet for the financial year that ended on 31 December 2019 shall be transferred to an account for profit/loss and that no dividend shall be paid from the distributable funds.

Auditor

The general meeting 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 general meeting 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 general meeting resolved that four members shall be elected to the Board of Directors of Avidly Plc for the incoming term. In addition, the general meeting resolved that the remuneration for the Chairman of the Board shall be EUR 4,000 per month and for the deputy chairman of the board of directors EUR 3,000 and for each of 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 or deputy chairman of the 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 general meeting elected Joakim Fagerbakk, 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 general meeting 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 248,750 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 Growth Market 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 2021.

Authorizing the board of directors to resolve upon a share issue, which includes transfers of treasury shares and issues of option or other special rights entitling to shares

The general meeting 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 3,700,000 shares. The amount corresponds to approximately a maximum of 59.8 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 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 2021.

Decisions by the Board of Directors

In its organising meeting held after the general meeting, the Board of Directors’ of Avidly Plc elected Joakim Fagerbakk as Chairman of the Board and Jari Tuovinen as Vice Chairman.

AVIDLY PLC
 

Additional information:
Jesse Maula, CEO, tel. +358 40 548 0248

Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670

Avidly is Finland’s leading marketing service provider and a leading marketing automation company in the Nordics, listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of more than 250 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en

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