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NYAB Plc: Resolutions of the Annual General Meeting

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NYAB Plc
COMPANY ANNOUNCEMENT
26 April 2023 at 17:10

NYAB Plc: Resolutions of the Annual General Meeting

NYAB Plc’s Annual General Meeting was held today, on 26 April 2023, in Helsinki. Annual General Meeting adopted the financial statements and the consolidated financial statements for the financial year 1 January-31 December 2022 and discharged person, who had been members of the Board of Directors or the CEO during the financial year, from liability. In addition, following resolutions were made in the Annual General Meeting:

Resolution on the use of profits shown on the balance sheet and the distribution of assets

Annual General Meeting decided to pay a capital repayment of 0.7 euro cents per share, which corresponds to a total amount of 4,946,607.67 euros, from the invested unrestricted equity reserve to shareholders. The capital repayment will be paid to shareholders, who on the record date of 28 April 2023 are entered as shareholders in the company’s shareholder register held by Euroclear Finland Ltd. The capital repayment will be paid on 8 May 2023.

Election and remuneration of members of the Board of Directors

Annual General Meeting decided to elect nine members to the Board of Directors. Current members Markku Kankaala, Johan K Nilsson, Johan Larsson, Mikael Ritola, Jari Suominen and Lars-Eric Aaro were re-elected as members of the Board of Directors, and Anders Berg, Barbro Frisch and Jan Öhman were elected as new members.

The following remuneration was decided to be paid to the members of the Board of Directors until the close of the following Annual General Meeting:

  • To a member of the Board of Directors, who does not work for NYAB Plc or its group company, 3500 euros per month shall be paid as remuneration regardless of the number of meetings. In addition, reasonable costs and travelling expenses caused by the meetings shall be recompensed.
  • To a Chairman of the Board of Directors, who does not work for NYAB Plc or its group company, 5000 euros per month shall be paid as remuneration, regardless of the number of meetings. In addition, reasonable costs and travelling expenses caused by the meetings shall be recompensed.
  • To a member or Chairman of the Board of Directors, who works for NYAB Plc or is group company, no remuneration shall be paid, but reasonable costs and travelling expenses caused by the meetings shall be recompensed.
  • To a member and Chairman of the Board of Directors, who does not work for NYAB Plc or its group company, a meeting fee of 500 euros shall also be paid for participating in meetings of committees of the Board of Directors.

Election and remuneration of auditors

Annual General Meeting decided that remuneration to auditors will be paid according to the invoice that the company has approved. Authorized Public Accountant (KHT) Osmo Valovirta and audit firm Ernst & Young Oy, Authorized Public Accountant (KHT) Anders Forsström as the key audit partner, were re-elected to act as auditors of the company.

Authorizing the Board of Directors to decide on a share issue

Annual General Meeting decided to authorize the Board of Directors to decide on the issuance of a maximum of 70,000,000 shares through a share issue or by issuing options or other special rights entitling to shares in one or more issues. The authorization includes a right to decide on issuing new shares either with our without payment, and a right to issue shares in deviation from the shareholders’ pre-emptive rights (directed issue). The authorization is valid for five years from the decision and replaces all earlier authorizations for a share issue in the company.

Resolutions needed for the merger between NYAB Plc and Andament II Sulautuva Oy

Annual General Meeting decided to approve the merger between NYAB Plc and Andament II Sulautuva Oy that had been described in NYAB Plc’s Company Announcements on 24 February 2023 and 19 April 2023. The Board of Directors was authorized to decide on the implementation of the merger and the issuance of shares that are issued to the shareholders of the merging company as a merger consideration upon registration.

Resolutions of the Annual General Meeting were made in accordance with proposals of the Board of Directors and Shareholders’ Nomination Board, as included in the notice to the meeting published on 4 April 2023. Minutes of the Annual General Meeting will be available at https://nyabgroup.com/en/administration/general-meeting/  no later than 10 May 2023.

Contacts

About NYAB Oyj

NYAB is a builder of a clean future with decades of experience in complex and demanding projects. We are enabling green transition in the Nordics by providing engineering, construction, and maintenance services to public and private sector clients regarding renewable energy and sustainable infrastructure. NYAB is headquartered in Oulu and it has more than 350 employees at different locations in Finland and Sweden.

NYAB Plc's Certified Adviser is Augment Partners AB, info@augment.se, phone +46 8 604 22 55.

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