Decisions of the Annual General Meeting of Fondia Plc
Fondia Plc
Company release
20.3.2024 at 3.00 p.m.
The Annual General Meeting of Fondia Plc was held today on March 20, 2024, at 1.00 p.m. EET in Helsinki.
The meeting approved the financial statements for the financial year 2023 and discharged the members of the Board of Directors and the CEO from liability. In addition, the Annual General Meeting and made an advisory resolution to approve the 2023 remuneration report and the amended remuneration policy for the governing bodies of the company.
Payment of dividend
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved to pay an actual dividend of EUR 0.32 and an additional dividend of EUR 0.20 per share to be paid for each share entitled to dividend from the parent company's distributable reserves. The additional dividend shall be paid to mark the 20th anniversary of Fondia.
The dividend will be paid in two instalments as follows:
An actual dividend of EUR 0.32 per share will be paid to the shareholder who, on the record date for the payment of the dividend on March 22, 2024, is registered in the shareholders' register of the company maintained by Euroclear Finland Ltd. The actual dividend will be paid on April 3, 2024. An additional dividend of EUR 0.20 per share will be paid to the shareholder, who on the record date for the payment of the dividend on September 20, 2024, is registered in the shareholders' register maintained by Euroclear Finland Ltd. The additional dividend will be paid on September 27, 2024. The Board of Directors was authorized, if necessary, to decide on a new record date and payment date for the second payment installment of the dividend, if the regulations or rules of the Finnish book-entry system change or otherwise require it.
Members of the Board of Directors and remuneration
The Annual General Meeting resolved that the Board of Directors will consist of six (6) members. Charlotte Darth, Johan Hammarén, Timo Lappi, Katariina Lindholm and Juha Sarsama were re-elected as Board members and Sami Honkonen was elected as a new member. The term of office of the Board members will expire at the end of the next Annual General Meeting. The Annual General Meeting decided that the following remuneration will be paid to the members of the Board of Directors: Chairperson of the Board of Directors EUR 3,500 per month and the other members of the Board of Directors EUR 2,000 per month each. Travel expenses will be reimbursed in accordance with the maximum amount of the current travel allowance base set by the Tax Administration.
Auditor
The Annual General Meeting resolved that Grant Thornton Oy, Authorized Public Accountants, was re-elected as the company’s auditor. Grant Thornton Oy has notified that KHT Peter Åhman, Authorized Public Accountant, will act as the auditor with principal responsibility.
Authorising the Board of Directors to decide on the repurchase of own shares
The Annual General Meeting resolved to authorize the Board of Directors to decide on the repurchase of company’s own shares as follows:
The number of own shares to be repurchased on the basis of the authorisation shall not exceed 300,000 shares in total, which corresponds to approximately 7.6% of the current total number of the shares in the company. However, the company, together with its subsidiaries, may not own and/or pledge more than 10% of all shares in the company at any time. Own shares may only be repurchased on the basis of the authorisation by using the unrestricted equity of the company.
Own shares can be repurchased on the repurchase date at a price formed in multilateral trading or otherwise at a price formed in the market. Shares may also be repurchased outside public trading at a price that does not exceed the market price in public trading at the time of acquisition.
The Board of Directors decides how the shares are repurchased. Own shares may be repurchased other than in proportion to the shares held by the shareholders (directed repurchase) if there is a weighty financial reason for the company within the meaning of Chapter 15, Section 6 of the Companies Act.
Own shares may be repurchased for the purpose of developing the company's capital structure, for transfer for the purpose of financing or implementing possible acquisitions, investments or other arrangements relating to the company's business, for use in the company's incentive schemes or otherwise for further transfer, retention or annulment.
The authorisation annuls the authorisation given to the Board of Directors by the Annual General Meeting of March 23, 2023. The authorisation is effective until the end of the next Annual General Meeting, however no longer than until June 30, 2025.
Authorising the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares
The Annual General Meeting resolved to authorize the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares referred to in Chapter 15, Section 6 of the Finnish Limited Liability Companies Act in one or more tranches as follows:
The number of shares to be issued on the basis of the authorisation shall not exceed 390,000 shares in total (including shares to be issued on the basis of special rights), which corresponds to approximately 9,9% of the current total number of the shares in the company.
The Board of Directors decides on all the conditions of the issuance of shares, option rights and special rights entitling to shares. The authorisation may be used to issue both new shares and shares held by the company. New shares may be issued, and shares held by the company may be transferred either against payment or free of charge. In the issue and transfer of shares, option rights and other special rights entitling to shares, the shareholders' pre-emptive subscription rights (directed issue) may be derogated from if there is a weighty economic reason from the company's point of view, such as the use of shares to develop the company's capital structure, to implement possible acquisitions, investments or other arrangements relating to the company's business or to implement the company's commitment and incentive schemes. The Board of Directors may also decide on a share issue free of charge to the company itself.
The authorisation annuls the authorisation given to the Board of Directors by the Annual General Meeting of March 23, 2023. The authorisation is effective until the end of the next Annual General Meeting, however no longer than until June 30, 2025.
Fondia Plc
For further information, please contact:
CEO Harri Savolainen
tel. +358 40 502 1919
Certified Adviser Aktia Alexander Corporate Finance Oy
tel. +358 50 520 4098
Fondia in brief
Fondia solves the legal needs of companies by combining the best services from internal legal departments and law firms. Fondia operates in Finland, Sweden, Estonia, and Lithuania, and the Group’s net sales in 2023 were EUR 26.1 million. Fondia employs over 190 people.
Distribution:
Nasdaq Helsinki Ltd
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