Resolutions of EAB Group Plc’s Annual General Meeting and the organizing meeting of EAB Group Plc’s Board of Directors on 7 April 2022
EAB Group Plc, Stock Exchange Release, 7 April 2022, 3:00 p.m. (EET)
Resolutions of EAB Group Plc’s Annual General Meeting and the organizing meeting of EAB Group Plc’s Board of Directors on 7 April 2022
RESOLUTIONS OF EAB GROUP PLC’S ANNUAL GENERAL MEETING
Adoption of the financial statements
The financial statement and related consolidated financial statement for the financial year 2021 were adopted.
Use of the profit shown on the balance sheet and resolution on the payment of dividend
The parent company’s distributable funds on the 31.12.2021 totalled EUR 21.2 million of which the profit for the period amounted to EUR 0.1 million. It was resolved that a dividend of EUR 0.11 per share for the financial year 2021 shall be paid. The dividend shall be paid to a shareholder who is registered in the Company's shareholders’ register, maintained by Euroclear Finland Ltd, on the record date for payment, 11 April 2022. It was resolved that the dividend is paid on 20 April 2022.
Resolution on discharge from liability for the members of the Board of Directors and the CEO
The members of the Board of Directors and the Chief Executive Officer were discharged from liability for the financial year 1 January–31 December 2021.
Remuneration Report for Governing Bodies
The Remuneration Report was approved.
Resolution on the remuneration of the members of the Board of Directors
The members of the Board of Directors will be paid remuneration as follows:
- Board members independent of the Company are paid EUR 22,500 per term for their service on the Board.
- Chair of the Board is paid EUR 30,000 per term for service on the Board.
- Members of the Audit Committee are paid EUR 2,500 per term for their service in the Audit Committee
Forty (40) % of yearly remuneration is settled with the Company’s shares. Remaining amount of remuneration is settled with cash.
Shares for remuneration are acquired from the Helsinki stock exchange during the three months following the date the Company’s half-year report is to be published. The Company defrays on expenses following from acquisition of shares. Remuneration for the work of the Audit Committee is paid in cash.
In case the acquisition of shares is not possible for example due the lack of liquidity of the shares at the time and by the mean mentioned above. The portion of the remuneration that cannot be paid in shares may be paid in cash.
The shares acquired for Board members are not to be sold before three years from the purchase, or before the membership of the Board has ended, whichever is later.
Resolution on the number of members of the Board of Directors
The number of the members of the Board of Directors was confirmed as eight (8).
Election of the members of the Board of Directors
Helge Arnesen, Julianna Borsos, Therese Cedercreutz, Pasi Kohmo, Janne Nieminen, Topi Piela, Vincent Trouillard-Perrot and Juha Tynkkynen were elected as members of the Board of Directors for a term of office expiring at the close of the next Annual General Meeting
Therese Cedercreutz was appointed as Chair of the Board of Directors.
Resolution on the remuneration of the Auditor
The elected auditor will be reimbursed in accordance with the auditor’ invoice approved by the company.
Election of the Auditor
Authorised Public Accountant Firm KPMG Oy Ab was elected as the Company’s Auditor, with APA Tuomas Ilveskoski as an auditor in charge, until the close of the next Annual General Meeting.
Authorising the Board of Directors to decide on the acquisition of the Company’s own shares
The Board of Directors was authorised to decide on the acquisition or acceptance as pledge, of a maximum of 1,300,000 of the Company’s shares (corresponding to 9.39% of the Company’s shares).
The shares may be acquired in public trading on the 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 acquisitions and the payment of the shares will be executed in accordance with the rules of the marketplace. The Board of Directors may decide on other matters related to the acquisition of Company’s own shares.
There must be a weighty economic reason for the acquisition 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, as part of the Company's incentive plan or remuneration of board of directors.
The acquisition or acceptance as pledge of Company’s own shares will reduce the amount of the Company’s reserves of unrestricted equity.
The authorisation is valid until 7 October 2023.
The authorisation superseded the authorisation for acquisition of the Company’s own shares issued on 25 March 2021.
Amendment to the Remuneration Policy for Governing Bodies
It was approved, that the remuneration policy approved at the Annual General Meeting on 22 September 2020, is amended so that the variable remuneration element increases from 200% to 300% of the CEO’s fixed-rate salary. It was also approved to remove the obligation to pay the variable remuneration partly in other way than in cash and the obligation to defer the variable remuneration.
The amendments are in accordance with the new remuneration regulations applicable for the Company.
RESOLUTIONS OF THE ORGANIZING MEETING OF EAB GROUP PLC’S BOARD OF DIRECTORS
EAB Group Plc’s Board of Directors made the following decisions in its organizing meeting on 7 April 2022:
Therese Cedercreutz (Chair), Pasi Kohmo and Topi Piela were appointed as members of the Audit Committee.
Therese Cedercreutz (Chair), Janne Nieminen and Juha Tynkkynen were appointed as members of the Remuneration Committee.
EAB GROUP PLC
Board of Directors
Further information:
EAB Group Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@eabgroup.fi
Therese Cedercreutz, Chair of the Board
+358 40 544 2502
therese.cedercreutz@miltton.com
Elite Alfred Berg offers responsible investment and asset management services for private investors, institutions, and professional investors. Elite Alfred Berg is the marketing name of the EAB Group. The Group's parent company EAB Group Plc’s shares are listed on the Nasdaq Helsinki stock exchange. The Group companies include EAB Asset Management Ltd, which offers asset management activities, and EAB Fund Management Ltd, which acts as a fund company and authorised alternative investment fund manager. The Group’s customer base consists of individuals and corporations that are served nationwide in 13 different locations. The Group employs 89 investment professionals, and more than 20 tied agents provide its services. On behalf of its clients, the Group manages assets of EUR nearly 4 billion. Explore EAB Group’s services at www.eabgroup.fi.
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