Resolutions of Eevia Health Plc’s Annual General Meeting 2021
The Annual General Meeting of shareholders of Eevia Health Plc was held in Seinäjoki, on June 22, 2021. Two shareholders representing 3 797 500 shares and votes (36,14% of total shares) were represented at the meeting. The AGM decided each and all the proposals from the Board of Directors as described in the Notice of Annual General Meeting, unanimously.
- Adoption of financial statements for 2020
The AGM approved the financial statements for 2020.
- Measures for the profit or loss noted in the confirmed balance sheet give rise to
The AGM resolved the net loss of EUR -1 023 378,64 to be transferred to retained earnings / loss account and that no dividend be paid.
- Discharge from liability of the Board and Chief Executive Officer
The AGM discharged the members of the Board and the CEO from liability.
- Election of Board members and remuneration to the Board
The AGM resolved to re-elect current Board members, Martin Bjørklund, Per Benjaminsen, Magne Ruus Simensen and Johanna Panula as members of the Board of Directors of Eevia Health Plc. Their term of office will continue until the next Annual General Meeting as stipulated in the Articles of Association.
The AGM approved the following remuneration to the Board:
Chairman: 20.000 € for the period until AGM in year 2022
Members: 10.000 € for the period until AGM in year 2022
The AGM also confirmed the compensation to the current chairman as being for a full term since the AGM of 2020 equaling EUR 20.000 considering the workload last six to nine months.
- Appointment of the auditor and remuneration
The AGM re-elected PricewaterhouseCoopers Oy as the auditor of the company and Riitta Ulvinen as the principal auditor.
The AGM resolved that the auditor’s fees shall be paid according to the auditor’s reasonable invoice approved by the company.
- Listing of the company’s shares for trading on Spotlight Stock Market multilateral trading facility and authorizing the Board of Directors to make the decisions related thereto
The Board of Directors has applied for trading of the company’s shares on Spotlight Stock Market multilateral trading facility (“Listing”) and the Listing application has been approved by Spotlight.
The Annual General Meeting confirmed the Listing and authorized the Board of Directors to make all decisions related thereto. Based on this authorization, the Board of Directors would also be entitled to cancel the Listing.
- Authorization for the Board of Directors to issue options as part of Incentive program to key employees/managers
The Annual General Meeting resolved to authorize the Board of Directors to decide, in one or more transactions, on the issuance of options to employees and other key persons of the company as follows:
The number of new shares that can be issued based on options may in total amount to a maximum of 706 000 shares or 5% of the outstanding shares after the share issue carried out prior to the listing on Spotlight Stock Market.
The Board of Directors was authorized to decide on all the terms and conditions of the issuances of options. However, an outline of the program is to issue approx. 262 500 options to current key employees with an average exercise price 60% above the share price in the planned IPO round.
To get the options, employees will enter an option agreement with the company with typical clauses, such as terms for “good leaver”/”bad leaver clauses”, etc.
The authorization is valid until 31st of May 2023.
- Establishment of Shareholder’ Nomination Board
The AGM resolved to establish a Nomination Board in accordance with corporate governance rules and recommendations for listed companies in Finland. The purpose is to professionalize the audit and election of Board members.
The Shareholders’ Nomination Board shall consist of four (4) members, three of which shall be appointed by the company’s three largest shareholders, who shall appoint one member each. The Chair of the company’s Board of Directors shall serve as the fourth member. The company’s largest shareholders entitled to elect members to the Shareholders’ Nomination Board shall be annually determined based on the registered holdings in the company’s list of shareholders held by Euroclear Finland Oy and Euroclear Sweden AB as of the first weekday in September in the year concerned.
The Chair of the company’s Board of Directors shall request each of the three largest shareholders established on this basis to nominate one member to the Shareholders’ Nomination Board. If a shareholder does not wish to exercise his or her right to appoint a representative, the right shall pass to the next-largest shareholder who would not otherwise be entitled to appoint a member.
The process for electing the members and the Chair of the Shareholders' Nomination Board, as well as the composition and the duties of the Nomination Board will be specified, in more detail, in the Charter adopted for the Nomination Board. The Board is authorized to set the Charter for the coming period.
- Change of the Articles of Association
The Annual General Meeting resolved that the following addition is made to §8 in the company’s Articles of association: ”Bolagstämman kan hållas, förutom på bolagets hemort, också i Seinäjoi i Finland”. The paragraph is stated in full below.
§8 Deltagande
Aktieägare som önskar delta i bolagsstämma skall anmäla sig hos bolaget senast på i kallelsen till stämman nämnd dag som får infalla tidigast 10 dagar före stämman. Endast aktieägare som åtta vardagar före bolagsstämman (bolagsstämmans avstämningsdag) är införda i aktieägar-förteckningen, har rätt att delta i bolagsstämman. Bolagstämman kan hållas förutom på bolagets hemort, också i Seinäjoki i Finland.
For more information, please contact:
Kim Nurmi-Aro, CFO
Tel.: +358 504 44 0717
About Eevia
Eevia Health Plc, founded in March 2017, is a small, but fast-growing Finnish manufacturer of 100% organically certified plant extracts. The Company addresses significant health problems with bioactive compounds extracted from plant material from the pristine Finnish forests near the Arctic Circle. The extracts, which have scientifically documented health benefits, are sold B2B as ingredients to dietary supplements and food brands globally.
To learn more, please visit www.eeviahealth.com or follow Eevia Health on LinkedIn @EeviaHealth.