Resolutions of EAB Group Plc´s Annual General Meeting on 5 April 2019 and the organizing meeting of the Board of Directors
EAB Group Plc, Company Announcement, 5 April 2019, 1:30 p.m. (EET)
Resolutions of EAB Group Plc´s Annual General Meeting on 5 April 2019 and the organizing meeting of the Board of Directors
The following matters were adopted and resolved in the annual general meeting of EAB Group Plc on 5 April 2019:
Adoption of the financial statements
The financial statement and related consolidated financials statement for the financial year 2018 were adopted.
Use of the profit shown on the balance sheet and resolution on the payment of a return of capital
Based on the balance sheet adopted for the financial year 2018, profit will be distributed from the unrestricted equity reserve by paying a return of capital EUR 0.10 per share. The remaining distributable assets will remain in shareholders’ equity.
The return of capital will be paid to the shareholders registered in the company’s register of shareholders held by Euroclear Finland Ltd on the record date of the payment, 9 April 2019. The return of capital will be paid on 16 April 2019.
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 2018.
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 year for their service on the Board.
Resolution on the number of members of the Board of Directors
The number of the members of the Board of Directors was confirmed as seven (7).
Election of the members of the board of directors
The current members of the Board of Directors Kari Juurakko, Janne Nieminen, Vincent Trouillard-Perrot, Juha Tynkkynen and Pasi Kohmo were re-elected to the Board of Directors, and Therese Cedercreutz and Topi Piela were elected to the Board of Directors as new members.
Resolution on the remuneration of the Auditor
The elected auditor will be reimbursed in accordance with the auditor's 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, was elected until close of the next Annual General Meeting.
Amendment of the Articles of Association and combining the share series
The Articles of Association of EAB Group Plc was amended as attached.
The share series A and B will be combined with ratio 1:1 in the process of registering the new Articles of Association. After combining of the share series the company has only one series of shares and all shares have equal rights.
The amendment of the Articles of Association and the combining of the share series are conditional for the transfer of the company to the Main Market of Nasdaq Helsinki Ltd (Helsinki Stock Exchange). The amendment and the combination will take effect and will be registered after the company´s application of the transfer to Nasdaq Helsinki Main Market is approved by the Listing Committee of Helsinki Stock Exchange.
The Board of Directors or CEO, each separately, were authorised to decide on possible technical natured changes required by the authorities.
The ratio between fixed and variable component of remuneration
The variable component of the remuneration of the person working for the company may exceed 100 percent of the total amount of the fixed remuneration. However, the share of the variable component of the remuneration may not exceed 200 percent of the total amount of the fixed remuneration.
The variable component of remuneration is applied to approximately ten (10) persons in operative management and key personnel. The variable component of the remuneration is not applied to the Board of Directors.
Authorising the Board of Directors to decide on a share issue and issue of special rights carrying entitlement to shares
The Board of Directors was authorised to 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 issue treasury shares subject to the following terms and conditions:
The Board of Directors may issue new shares, issue special rights carrying entitlement to shares or issue treasury shares (shares held by the company) up to a maximum of 10,000,000 shares (corresponds to 72.24% of shares and 72.24% of votes produced by the shares in the company after amendment of the Articles of Association has been affected).
The new shares or special rights carrying entitlement to shares may be issued or treasury shares issued 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 or as part of the company's incentive plan.
The Board of Directors may also decide on a share issue to the company itself without payment.
New shares, and special rights carrying entitlement to shares or treasury shares may be issued, against or without payment. A directed issue may be without payment only if there is a particularly weighty economic reason in line with the interests of the company and all of its shareholders.
The Board of Directors will decide on all other matters related to share issues and issues of treasury shares.
The authorisation is valid for five (5) years as of the end of the Annual General Meeting.
The authorisation superseded the issue authorisation given on 4 April 2018.
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 and 9.39% of votes produced by the shares in the company after conversion of the shares decided at Annual General Meeting).
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.
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 or as part of the company's incentive plan.
The acquisition or acceptance as pledge of company´s own shares will reduce the amount of the company's reserves of unrestricted equity.
The Board of Directors may decide on other matters related to the acquisition of company´s own shares.
The authorisation is valid until 5 October 2020.
The authorisation superseded the authorisation for acquisition of company´s own shares issued on 4 April 2018.
Establishment of a Shareholders´ Nomination Board
The Annual General Meeting resolved to establish a permanent Shareholders' Nomination Board. The main duties of the Nomination Board shall include preparing and presenting proposals covering the election and remuneration of the members of the company's Board of Directors to an Annual General Meeting and, where necessary, to an Extraordinary General Meeting as well as identifying successors for existing members of the Board of Directors.
The Nomination Board shall consist of five (5) members that represent the company’s biggest shareholders. Nomination right belongs to the five shareholders who hold the largest number of votes calculated of all shares in the company on the basis of the registered holdings in the company's shareholders' register held by Euroclear Finland Ltd or based on information represented by the nominee registered shareholders as of the last weekday in August in the year preceding the next annual general meeting. Should a shareholder not wish to use its nomination right, the right is transferred to the next largest shareholder who would otherwise not have a nomination right. In case two shareholders have an equal number of votes and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision between them shall be made by drawing lots.
The chairman of the company's Board of Directors shall request each of the five (5) largest shareholders to appoint one member to the Nomination Board. The chairman of the Board of Directors shall convene the first meeting of the Nomination Board and shall act as the chairman of the Nomination Board until the Nomination Board has elected a chairman from among its members who shall be responsible for convening subsequent meetings. The chairman of the Board of Directors will be the Nomination Board’s advisor if he/she is not a member of the Nomination Board.
The Nomination Board shall serve until further notice unless otherwise decided by the General Meeting. Its members shall be elected annually, and their term of office shall end when new members are elected to replace them.
In addition, it was resolved to adopt the Charter of Shareholders’ Nomination Board which will stipulate the nomination process and composition of the Nomination Board and determine duties and responsibilities of the Nomination Board. The Charter is available in Finnish on the EAB Group Plc website https://www.eabgroup.fi/konserni/sijoittajaviestinta/yhtiokokous.
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 5 April 2019:
The Board of Directors elected Kari Juurakko as Chairman the Board and Juha Tynkkynen as Deputy Chairman the Board.
In addition, the Board of Directors decided to establish an Audit Committee and approved the Charter of the Audit Committee. Kari Juurakko, Pasi Kohmo and Juha Tynkkynen were appointed as members of the Audit Committee and Kari Juurakko as Chairman of the Audit Committee.
The Board of Directors decided to establish a Remuneration Committee and approved the Charter of the Remuneration Committee. Kari Juurakko, Therese Cedercreutz and Topi Piela were appointed as members of the Remuneration Committee and Kari Juurakko as Chairman of the Remuneration Committee.
Furthermore, the Board of Directors decided on the Company’s dividend policy as follows:
The Company’s dividend policy is to distribute mainly half of the Group’s earnings per share or cash flow per share, however taking into consideration the Group’s business development requirements and without compromising the Company’s capital adequacy. This ensures that the Company’s own funds and liquidity are maintained continuously at a good level. In addition, the Company endeavors to annually increase the amount of dividend per share it distributes. If dividend is distributed, all shares have identical entitlements to dividends and other profit distribution.
EAB GROUP PLC
Board of Directors
Further information:
EAB Group Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@eabgroup.fi
Kari Juurakko, Chairman of the Board
+358 50 582 7411
kari.juurakko@eabgroup.fi
Certified Advisor Oaklins Merasco Ltd
Telephone: +358 9 6129 670
EAB Group offers versatile and high-quality asset management services for private investors, institutions and professional investors. The Group’s parent company EAB Group Plc is listed on the First North Finland market maintained by Nasdaq Helsinki Oy (Helsinki Stock Exchanges). EAB Group uses the name Elite Alfred Berg as its marketing name. The Group companies include EAB Asset Management Ltd offering asset management activities, and EAB Fund Management Ltd acting as a fund company and authorised alternative investment fund manager. The Groups’ customer base consists of individuals and corporations that are served nationwide in 14 different locations. The Group employs more than 100 investment professionals, and over 25 tied agents provide its services. On behalf of its clients, the Group manages assets of over EUR 3 billion in total. Check out EAB Group’s services at www.eabgroup.fi.
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Nasdaq Helsinki Oy
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www.eabgroup.fi
APPENDIX:
EAB Group Plc: Amendment of the Articles of Association