Resolutions of Pihlajalinna Plc's Annual General Meeting
Pihlajalinna Plc Stock Exchange Release 4 April 2017 at 17.15
Resolutions of Pihlajalinna Plc's Annual General Meeting
Pihlajalinna Plc's Annual General Meeting was held in Tampere today, 4 April 2017. The meeting adopted the Annual Accounts including the Consolidated Annual Accounts for 2016 and discharged the members of the Company's Board of Directors and the CEOs from liability for the financial year 2016.
Dividend
The General Meeting resolved, in accordance with the Board of Directors' proposal, to pay a dividend of EUR 0.15 per share. The dividend will be paid to a shareholder who on the dividend record date 6 April 2017 is registered as a shareholder in the Company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid on 13 April 2017.
Remuneration of the members of the Board of Directors
The General Meeting decided that the annual remuneration to the members of the Board of Directors will be paid as follows: to the Chairman EUR 250,000, to the Vice-Chairman EUR 48,000 and to the other members EUR 24,000.
In addition, the General Meeting decided that each Member of the Board would be paid EUR 500 per meeting of the Board and of a Committee. In addition, reasonable travelling expenses would be paid according to the Company travel rules.
Composition of the Board of Directors
The General Meeting decided that the number of members of the Board of Directors shall be six (6). Jari Eklund, Timo Everi, Leena Niemistö, Jari Sundström, Seija Turunen ja Mikko Wirén were re-elected as Members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting.
Establishment of a Shareholders’ Nomination Board
The General Meeting decided to establish a Shareholders’ Nomination Board to prepare future proposals concerning the election and remuneration of the Members of the Board of Directors to the General Meetings.
Auditor
KPMG Oy Ab, a firm of authorized public accountants, was appointed as the company's auditor for a term ending at the end of the next Annual General Meeting. The responsible auditor will be Lotta Nurminen, APA.
The Auditor's remuneration is paid against an invoice approved by the Audit Committee of the Board of Directors.
Amendment of the Articles of Association
The General Meeting resolved that Articles 4 and 8 of the Articles of Association be amended to read as follows:
4 §: The Company has a Board of Directors, which consists of no less than four (4) and not more than ten (10) members.
The General Meeting shall elect the Chairman and Vice-Chairman of the Board of Directors. The term of office of a Member of the Board of Directors shall expire at the close of the first Annual General Meeting following the election. In case the Chairman and Vice-Chairman of the Board of Directors resign or become otherwise unable to act as the Chairman during their term of office, the Board of Directors may elect from among its members new Chairman of the Board of Directors for the remaining term of office.
8 §: The Company shall have one (1) Auditor that shall be a firm of authorized public accountants with an APA certified Auditor acting as the Auditor with principal responsibility.
Authorization for the Board of Directors to resolve on the repurchase of the Company's own shares
The General Meeting decided to authorize the Board of Directors to resolve on the repurchase of an aggregate maximum of 2,061,314 of the Company's own shares. The authorization cancels the authorization given by the Annual General Meeting on 4 April 2016 to decide on the repurchase of the Company's own shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2018.
Own shares may be repurchased on the basis of the authorization only by using non-restricted equity. Own shares may be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. Own shares may be repurchased using, inter alia, derivatives. The Board of Directors resolves on how shares are repurchased. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase) if there are weighty reasons for the Company.
Authorization for the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The General Meeting authorized the Board of Directors to decide on the issuance of shares and option rights and other special rights entitling to shares referred in the Chapter 10, section 1 of the Companies Act. The authorization cancels the authorization given by the Annual General Meeting on 4 April 2016 to decide on issuance of shares and other special rights entitling to shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2018.
The number of shares issued pursuant to the authorization shall not exceed 4,122,629 shares, which corresponds to approximately 20 percent of all the existing shares in the Company. The authorization concerns both the issuance of new shares as well as the transfer of the Company's own shares.
The Board of Directors decides on all other terms and conditions of the issuance of shares and other special rights entitling to shares. The authorization includes a right to deviate from the shareholders pre-emptive right to subscription (directed issue) if there are weighty reasons for the Company. The authorization may be used, for example, to finance acquisitions or other business arrangements and investments or the implementation of the Company's share-based incentive plans as well as other purposes determined by the Company's Board of Directors.
The constitutive meeting of the Pihlajalinna Plc Board of Directors
Pihlajalinna Plc Board of Directors re-elected Mikko Wirén as Chairman and Leena Niemistö as Vice-Chairman in its constitutive meeting on 4 April 2017.
The Board of Directors has appointed the following members to its committees:
Audit committee:
Seija Turunen (chairman), Jari Eklund and Leena Niemistö
Remuneration committee:
Mikko Wirén (chairman), Timo Everi and Jari Sundström
Mr. Carl-Henrik Wallin, Attorney-at-Law, chaired the meeting.
The minutes of the Annual General Meeting will be available on the Company's website at http://investors.pihlajalinna.fi as from 18 April 2017 at the latest.
Pihlajalinna Plc
Further information:
Aarne Aktan, CEO, +358 40 342 4440
Siri Markula, Head of Communications and IR, +358 40 743 2177, siri.markula@pihlajalinna.fi
Distribution:
Nasdaq Helsinki
Major media
investors.pihlajalinna.fi
Pihlajalinna in brief
Pihlajalinna is one of the leading private social and healthcare services providers in Finland. The Company provides social and healthcare services for households, companies, insurance companies and public sector entities in private clinics, health centres, dental clinics and hospitals around Finland. Pihlajalinna provides general practitioner and specialised care services, including emergency and on-call services, a wide range of surgical services, occupational healthcare and dental care services, in private clinics and hospitals operating under the Dextra brand. Under the Pihlajalinna brand the Company, in cooperation with the public sector, offers social and healthcare service provision models to public sector entities with the aim of providing high quality services for public pay healthcare customers.