Resolutions of Endomines Finland Plc's Annual General Meeting and the Board of Directors
Endomines Finland Plc
Stock Exchange Release
Endomines Finland Plc – Stock Exchange Release, 25 May 2023 at 6.00p.m. EET
The Annual General Meeting of Endomines Finland Plc was held on 25 May 2023 in Espoo. A total of 24 shareholders participated in the meeting, representing 9,995,071 shares, i.e. approximately 42,08 per cent of all shares and votes of the company.
Annual accounts for 2022
The General Meeting adopted the annual accounts for the financial period 2022 and resolved not to pay any dividend and that the profit of the financial period EUR 26,643,994.24 shall be transferred to retained earnings/loss account.
Resolution on the discharge from liability of the members of the Board of Directors and the CEO
The General Meeting resolved to grant discharge from liability for the members of the Board of Directors and the CEO for the period 1 January 2022 – 31 December 2022 as well as for the preparation of the annual accounts.
Handling of the remuneration report and policy of the governing bodies
The General Meeting resolved to adopt the remuneration report and policy of the governing bodies.
Resolution on remuneration of the members of the Board of Directors
The General Meeting resolved that the members of the Board of Directors to be paid the following remuneration for the term of office that begins at the end of the General Meeting and ends at the end of the next Annual General Meeting:
- The chairman of the Board of Directors be paid an annual remuneration of EUR 35,000; and
- The member of the Board of Directors be paid an annual remuneration of EUR 20,000.
The annual remuneration of the Board members be paid in company shares and in cash, so that approximately 30% of the annual remuneration amount is used to acquire company shares for the Board members and the rest is paid in cash. The company is responsible for the costs and transfer tax arising from the acquisition of the shares. The company's shares will be acquired within two (2) weeks after the company's interim report for the period 1 January - 30 June 2023 has been published.
In addition, a meeting remuneration of EUR 300 is paid for each physical Board meeting per member who attended the meeting.
The annual remuneration for the Board member's work in the Board-appointed ESG Committee, the Audit Committee and the Technology and Safety Committee is EUR 2,500 per Board member per committee where the Board member serves. The annual remuneration of the chairman of the committees is EUR 5,000.
Annual remunerations for committees and meeting remunerations for Board meetings are paid in cash.
Election of members of the Board of Directors
The General Meeting re-elected Jukka-Pekka Joensuu, Jeremy Read, Eeva Ruokonen, Markus Ekberg ja Jukka Jokela as new members of the Board of Directors.
Auditor
The General Meeting resolved that the auditor’s fees will be paid according to the auditor’s reasonable invoice approved by the Audit Committee. Auditing firm KPMG Oy Ab was elected as the company's auditor. KPMG Oy Ab has informed that the principal auditor will be Antti Kääriäinen, Authorised Public Accountant.
Adoption of the charter of the Shareholders' Nomination Board
The General Meeting resolved to confirm the new charter of the Shareholders' Nomination Board.
Amendment of the Articles of Association
The General Meeting resolved that the following changes be made to the company's Articles of Association:
Section 3 of the Articles of Association (The Company’s Line of Business) was amended to read as follows:
"3 THE COMPANY'S LINE OF BUSINESS
The company acts as the parent company of a group focused on exploration, mining and metal trading. The company defines the group's strategy and financial structure and takes care of certain centrally managed group-level tasks. The company can also own and manage shares, other securities and real estate, and engage in securities trading and other investment activities."
Section 12 of the Articles of Association (the Annual General Meeting) was amended to read as follows:
"12 GENERAL MEETING
In addition to the company's domicile, the General Meeting can also be held in Helsinki, Vantaa or Ilomantsi. The Board of Directors may resolve on organizing a General Meeting without a meeting venue whereby the shareholders shall exercise their power of decision in full in real time during the meeting by the use of telecommunication connections and technical means (remote meeting).
The Annual General Meeting must be held annually on a date determined by the Board of Directors within six (6) months of the end of the financial year.
At the meeting, the following must be presented:
1. the financial statements;
2. the audit report;
decided
3. the adoption of the financial statements, which in the parent company also includes adoption the consolidated financial statements;
4. the measures to which the profit or loss according to the adopted balance sheet gives rise;
5. the discharge of liability for the members of the Board of Directors and the CEO;
6. the number of members of the Board of Directors;
7. the remuneration of the members of the Board of Directors and auditors;
elected
8. the members of the Board of Directors;
9. the auditor;
handled
10. the other matters possibly mentioned in the General Meeting notice."
Authorizing the Board of Directors to decide on the issue of shares, options and other special rights entitling to shares
The General Meeting resolved to authorize the Board of Directors to decide, in one or more transactions, on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows:
The number of shares to be issued based on the authorization may in total amount to a maximum of 10,000,000 shares. The shares can be either new or treasury shares of the company.
The Board of Directors decides on all the terms and conditions of the issuances of shares, options and other special rights entitling to shares. The issuance of shares, options and other special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue), if there is a weighty financial reason for the company.
Shares may be conveyed either against payment or free of charge in the company’s share issues. A directed share issue may be a share issue without payment only if there is an especially weighty reason for the same both for the company and in regard to the interests of all shareholders in the company.
The authorization is valid until 31 December 2025 and it replaces the previously granted authorizations by the Board of Directors to decide on the issue of shares, options and other special rights entitling to shares.
Authorizing the Board of Directors to decide on the acquisition of the company's own shares
The General Meeting resolved to authorize the Board of Directors to decide on the acquisition of a maximum of 100,000 own shares in one or more installments. The amount corresponds to approximately 1.0% of all the company's shares. Own shares are acquired with funds belonging to the company's unrestricted equity, in which case the acquisitions reduce the funds available for the company's profit distribution. Own shares can be acquired on the day of acquisition at the price established for the shares in public trading or otherwise at the price established in the market. Own shares can be acquired other than in proportion to the shares owned by the shareholders (directed acquisition). Own shares acquired for the company can be kept by the company, canceled or transferred further. The authorization includes the Board's right to decide how own shares are acquired and all other matters related to the acquisition of own shares. The authorization is valid until 30 June 2024.
Organizing meeting of the Board of Directors
The Board of Directors elected in the Annual General Meeting held its organizing meeting after the Annual General Meeting and elected amongst its members Jukka-Pekka Joensuu as the Chairman of the Board. Eeva Ruokonen was elected as the Chair and Jukka-Pekka Joensuu as member of the ESG committee, Jeremy Read was elected as the Chair and Jukka-Pekka Joensuu as member of the Audit committee and Markus Ekberg was elected as the Chair and Jukka Jokela of the Technical and safety committee.
ENDOMINES FINLAND PLC
For more information:
CEO Kari Vyhtinen
Phone: +358 40 5850050
E-mail: kari.vyhtinen@endomines.com
Endomines
Endomines is a mining and exploration company with its primary focus on gold. Endomines is engaged in mining operations at the Pampalo mine in Ilomantsi, and in exploration activities along the Karelian Gold Line in Eastern Finland. Endomines also owns rights to several gold deposits in Idaho and Montana, US, where Endomines aims to continue the development work through partnership agreements. www.endomines.com
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