Resolutions of Pihlajalinna Plc's Annual General Meeting of Shareholders
Pihlajalinna Plc Stock Exchange Release 4 April 2019 at 15:00
Resolutions of Pihlajalinna Plc's Annual General Meeting of Shareholders
Pihlajalinna Plc's Annual General Meeting of Shareholders was held in Tampere today, 4 April 2019. The meeting adopted the Annual Accounts including the Consolidated Annual Accounts for 2018 and discharged the members of the Company's Board of Directors and the CEOs from liability for the financial year 2018.
Dividend
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to pay a dividend of EUR 0.10 per share for the financial year that ended on 31 December 2018. The dividend will be paid to shareholders who on the dividend record date 8 April 2019 are registered as shareholders in the Company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid on 15 April 2019.
Remuneration of the members of the Board of Directors
The Annual General Meeting decided that the annual remuneration paid to the members of the Board of Directors be kept unchanged, except the remuneration of the Vice-Chairman is reduced and that the annual remuneration paid to the members of the Board of Directors elected at the Annual General Meeting for the term of office that will end with the 2020 Annual General Meeting is the following: to the full-time Chairman of the Board of Directors EUR 250,000, to the Vice-Chairman EUR 36,000 and to the other members EUR 24,000 per year.
In addition, the Annual General Meeting decided that each member of the Board will be paid a fee of EUR 500 per meeting of the Board and of a Committee. In addition, reasonable travel expenses will be paid according to the Company’s travel rules.
Composition of the Board of Directors
The Annual General Meeting decided that the number of members of the Board of Directors shall be seven (7) instead of earlier eight (8). Leena Niemistö, Kati Sulin, Seija Turunen and Mikko Wirén were re-elected and Matti Jaakola, Hannu Juvonen and Mika Manninen were elected as new members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting.
The Annual General Meeting elected Mikko Wirén as the Chairman of the Board and Leena Niemistö as the Vice-Chairman.
Auditor
KPMG Oy Ab, a firm of authorized public accountants, was appointed as the Company's auditor for the financial year 1 January–31 December 2019. 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.
Authorization for the Board of Directors to resolve on the repurchase of the Company's own shares
The Annual 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, which is equivalent to approximately 9 percent of the Company’s current shares. The Company’s own shares may be repurchased on the basis of the authorization only by using non-restricted equity
The Company’s own shares may be repurchased at a price formed in regulated market on the date of the repurchase or otherwise at a price formed on the market. The Company’s own shares may be repurchased using, among things, derivatives. The Board of Directors resolves on how shares are repurchased. The Company’s own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase) if there are weighty financial reasons for the Company.
The authorization cancels the authorization given by the Annual General Meeting on 5 April 2018 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 2020.
Authorization for the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act by virtue of one or several decisions as follows.
The number of shares issued pursuant to the authorization shall not exceed 3,091,971 shares, which is equivalent to approximately 14 percent of the Company’s current shares. 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 authorization cancels the authorization given by the Annual General Meeting on 5 April 2018 to decide on the 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 2020.
The constitutive meeting of Pihlajalinna Plc’s Board of Directors
Pihlajalinna Plc Board of Directors appointed following members to its committees at its constitutive meeting on 4 April 2019:
Audit committee: Seija Turunen (pj), Matti Jaakola, Mika Manninen and Hannu Juvonen
Remuneration committee: Mikko Wirén (pj), Leena Niemistö and Kati Sulin
It was agreed that all Members of the Board may join any of the committee meetings.
The minutes of the Annual General Meeting will be available on the Company's website at http://investors.pihlajalinna.fi from 18th of April 2019 at the latest.
Pihlajalinna Plc
Further information
Joni Aaltonen, CEO, +358 40 524 7270
Taina Erkkilä, Director, Communications and Investor Relations, +358 40 457 7897
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 serves private individuals, businesses, insurance companies and public sector entities, such as municipalities and joint municipal authorities. Pihlajalinna provides general practitioner services, specialised care, emergency and on-call services, a wide range of surgical services, occupational healthcare, dental care and wellbeing services. In addition, the company offers innovative social and healthcare service provision models to public sector entities.