Decisions of Elite Asset Management Plc's AGM and organisation meeting of the Board 4 April 2018
Elite Asset Management Plc, Company Announcement, 4 April 2018, 2:00 p.m. (EET)
Decisions of Elite Asset Management Plc's AGM and organisation meeting of the Board 4 April 2018
Elite Asset Management Plc's Annual General Meeting held on 4 April 2018:
- Adopted the financial statements for 2017.
- Authorised the Board of Directors to decide, at its discretion, to distribute a maximum of 0.058 euro per share from the unrestricted equity reserve.
- Approved the proposals regarding the election of the Board of Directors and the auditors, the number of the members of the Board of Directors and the authorisation of the Board of Directors to decide to issue shares, to grant special rights entitling to shares and to repurchase the company's own shares.
- Approved the proposal to amend the articles of association of Elite Asset Management Plc as regards the registered name of the company and the notice to a general meeting.
- Elected the following persons as members of the Board of Directors: Kari Juurakko, Rami Niemi, Janne Nieminen, Vincent Trouillard-Perrot, Juha Tynkkynen and Pasi Kohmo.
Elite Asset Management Plc's Annual General Meeting on 4 April 2018 discussed the following matters:
Adoption of financial statements for the period 1 January-31 December 2017
The financial statement and related consolidated financial statement for 2017 were adopted.
Resolution on the use of the profit shown on the balance sheet and on the payment of dividend and return of capital
The Board of Directors was authorised to decide at its discretion on a distribution of funds from the unrestricted equity reserve as follows:
The maximum amount of the return of capital to be paid from the unrestricted equity reserve is 0.058 euro per share.
The return of capital payable on basis of the decision of the Board of Directors is paid to shareholders registered in the company's register of shareholders held by Euroclear Finland Ltd on the record date of the payment.
In making a decision on the payment of the return of capital, the Board of Directors must assess the company's payment capacity and financial position as required by the Limited-Liability Companies Act. In addition, the return of capital requires permission by the Financial Supervisory Authority.
The authorisation will be valid until the beginning of the next Annual General Meeting.
Elite Asset Management Plc will disclose any decisions by the Board of Directors on the return of capital separately.
Resolution on discharge from liability
The members of the Board of Directors and the Chief Executive Officer were discharged from liability for the period 1 January-31 December 2017.
Resolution on the remuneration of the members of the Board of Directors
Board members independent of the Company are paid 22,500 euro per year for their service on the Board.
No remuneration is paid to Board members and chairman working for Elite Asset Management Group.
Board composition
The number of the members of the Board of Directors was confirmed as six (6).
For the term expiring at the close of the following AGM, Kari Juurakko, Rami Niemi, Janne Nieminen, Vincent Trouillard-Perrot and Juha Tynkkynen were re-elected as members of the Board of Directors, and Pasi Kohmo, CEO of Silmäasema Oyj, was elected as a new member.
Selection and fee of the auditor
Authorised Public Accountant Firm KPMG Oy Ab was elected as the Company's Auditor, and it has informed that Authorised Public Accountant Tuomas Ilveskoski will be appointed as principally responsible auditor.
The elected auditor will be reimbursed in accordance with the auditor's invoice approved by the company.
Authorisation of the Board of Directors to decide on a share issue
The Board of Directors was authorised to decide to issue shares and to grant special rights carrying entitlement to shares as follows:
The Board of Directors may decide on issuing new shares or special rights carrying entitlement to shares as referred to in chapter 10, section 1 of the Limited-Liability Companies Act or surrender treasury shares subject to the following terms and conditions:
The Board of Directors may issue new shares or surrender A shares held by the Company up to a maximum of 5,000,000 shares and new B shares up to a maximum of 5,000,000 shares.
The new shares may be issued or treasury shares surrendered to the Company's shareholders in proportion with their current holdings, or in a directed issue deviating from the shareholders' pre-emptive right where there is a weighty economic reason from the Company's perspective, such as the use of shares as consideration in corporate acquisitions or other company restructuring or to finance investments and as part of the Company's incentive plan.
The Board of Directors may also decide on an unpaid issue of shares to the Company itself.
New shares may be issued, or treasury shares be surrendered against or without consideration. The directed issue can be a free issue only if there is an especially weighty reason for the company to do so, taking the interests of all shareholders into account.
The Board of Directors will decide on all other details related to share issues and surrenders of shares.
The authorisation is valid for five (5) years from the date of the decision by the Annual General Meeting.
The authorisation will repeal the issue authorisation given on 4 April 2017.
Authorisation for the Board to decide on repurchasing the company's own shares
The Board of Directors was authorised to decide to repurchase the Company's own shares as follows:
The Board of Directors was authorised to decide on the repurchase, or acceptance as pledge, of a maximum of 840,000 of the Company's A shares and a maximum of 420,000 of the Company's B shares.
The B shares will be acquired in public trading on the First North Finland marketplace maintained by NASDAQ Helsinki Ltd, at the market price at the time of the purchase, not in proportion with the shareholdings of the Company's shareholders, using the Company's distributable equity. The purchase and payment of the B shares will take place in accordance with the rules of the First North Finland marketplace.
The A shares will be acquired, not in proportion with the shareholdings of the Company's shareholders, using the Company's distributable equity. The purchase price of the A shares will be the trade-weighted price of the B shares over the 30 days preceding the purchase date, subject to a mark-up or haircut of no more than ten (10) percent. The purchase and payment of the A shares will take place at the discretion of the Board of Directors.
There must be a weighty economic reason for the purchase of shares, such as the use of shares or special rights to develop the Company's capital structure, as consideration in corporate acquisitions or other restructuring, to finance investments or as part of the Company's incentive plan.
The purchase or acceptance as pledge of own shares reduce the amount of the Company's distributable equity.
The Board of Directors may decide on other details pertaining to the repurchase of shares.
The authorisation is valid until 4 October 2019.
The authorisation will repeal the authorisation for repurchase of own shares issued on 4 April 2017.
Amendment of the Articles of Association
The Articles of Association of Elite Asset Management Plc were amended in accordance with the proposal of the Board of Directors as follows:
Previous
1 § Name
The name of the Company is Elite Varainhoito Oyj, in English Elite Asset Management Plc and in Swedish Elite Förmögenhetsförvaltning Abp.
Amended
1 § Name
The name of the Company is EAB Group Oyj, in English EAB Group Plc and in Swedish EAB Group Abp.
Previous
13 § Notice to a general meeting
The notice to a general meeting shareholders of the Company must be presented to the shareholders no more than three (3) months before the last day for advance notice of attendance mentioned in the notice to the meeting and not less than three (3) weeks before the date of the General Meeting of Shareholders, however, at least nine (9) days before the record date of the General Meeting of Shareholders as provided by chapter 4, section 2 (2) of the Limited-Liability Companies Act by letter mailed to their address entered in the shareholder register or by publishing a notice on the Company website or a notice published in at least one nationwide newspaper specified by the Board of Directors of the Company.
Amended
13 § Notice to a general meeting
The notice to a general meeting shareholders of the company must be presented to the shareholders no more than three (3) months before the last day for advance notice of attendance mentioned in the notice to the meeting and not less than three (3) weeks before the date of the General Meeting of Shareholders, however, at least nine (9) days before the record date of the General Meeting of Shareholders as provided by chapter 5, section 6 a of the Limited-Liability Companies Act by letter mailed to their address entered in the shareholder register or by publishing a notice on the Company website or a notice published in at least one nationwide newspaper specified by the Board of Directors of the Company.
The minutes of the Annual General Meeting will be available in Finnish on www.elitevarainhoito.fi on 12 April 2018, at the latest.
Decisions of the organisation meeting of Elite Asset Management Plc's Board of Directors
In its organisation meeting on 4 April 2018, Elite Asset Management Plc's Board of Directors made the following decisions:
The Board of Directors elected Kari Juurakko as the chairman.
ELITE ASSET MANAGEMENT PLC
Board of Directors
Further information:
Elite Asset Management Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@elitevarainhoito.fi
Kari Juurakko, Chairman of the Board
+358 50 582 7411
kari.juurakko@elitevarainhoito.fi
Certified Advisor Merasco Oy
Telephone: +358 9 6129 670
Elite Asset Management Plc is a profitable and growing investment service company offering versatile and high-quality asset management services for both consumer clients and professional investors. Elite Asset Management Plc is listed on the First North Finland market maintained by NASDAQ Helsinki Oy (Helsinki Stock Exchanges). Elite Asset Management Plc is the parent company of Elite Group. The Groups' customer base consists of individuals and corporations that are served nationwide in 17 different offices. Elite employs more than 100 investment professionals, and over 25 tied agents provide the Group's services. On behalf of its clients, the Group manages assets of approximately EUR 3 billion in total. Check out Elite's services at www.elitevarainhoito.fi.
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