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NYAB Plc: Resolutions of the Annual General Meeting

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NYAB Plc
COMPANY ANNOUNCEMENT
11 April 2024 at 15:00

NYAB Plc: Resolutions of the Annual General Meeting

NYAB Plc’s Annual General Meeting was held today, on 11 April 2024, in Helsinki. Annual General Meeting adopted the financial statements and the consolidated financial statements for the financial year 1 January-31 December 2023 and discharged persons, who had been members of the Board of Directors during the financial year, as well as the CEO, 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 0.014 euros per share, which equals a total of 9,893,215 euros, from the invested unrestricted equity reserve to shareholders. The amount of ordinary profit distribution is 0.008 euros per share and extraordinary profit distribution is 0.006 euros per share. The capital repayment will be paid to shareholders, who on the record date of 15 April 2024 are entered as shareholders in the company’s shareholder register held by Euroclear Finland Oy. The capital repayment will be paid in one installment on 22 April 2024.

Election and remuneration of members of the Board of Directors

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

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 compensated.
  • 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 compensated.
  • To a member or Chairman of the Board of Directors, who works for NYAB Plc or its group company, no remuneration shall be paid, but reasonable costs and travelling expenses caused by the meetings shall be compensated.
  • 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 140,000,000 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 or 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 of the Annual General Meeting were made in accordance with proposals of the Board of Directors and Shareholders’ Nomination Committee, as included in the notice to the meeting published on 18 March 2024. Minutes of the Annual General Meeting will be available at https://nyabgroup.com/en/administration/general-meeting/ no later than 25 April 2024.

Contacts

About NYAB Oyj

NYAB enables the progress of society for future generations with decades of experience from complex and challenging projects. We facilitate the green transition in the Nordics by offering engineering, construction and maintenance services in renewable energy and sustainable infrastructure to customers in the public and private sector. NYAB is headquartered in Oulu and has more than 400 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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