Decisions by the Annual General Meeting of Relais Group Plc
Relais Group Plc, Company release, 8.6.2020 at 4.40 p.m. EET
1. Financial statements, Board and Auditors
The AGM confirmed the company's financial statements for the financial year 1 January - 31 December 2019 and discharged the members of the Board of Directors and the Managing Director from liability.
The AGM decided that four members be elected to the Board of Directors and re-elected Olli-Pekka Kallasvuo, Katri Nygård, Jesper Otterbeck and Kari Stadigh as board members. In the Board Meeting held after the AGM, the Board of Directors re-elected Kari Stadigh as Chairman of the Board.
The AGM decided that the members of the Board of Directors will not be paid any remuneration for Board or potential Committee membership.
The AGM re-elected PricewaterhouseCoopers Oy, Authorized Public Accountants, as the company's auditors with Janne Rajalahti, Authorized Public Accountant, acting as the principal auditor. The AGM decided to pay the auditors' fees as invoiced and approved by the company.
2. The use of the profit shown on the balance sheet and the payment of dividends
The AGM decided to accept the Board's proposal on profit distribution, according to which the profit for the financial period, EUR 804,846.05, will be added to retained earnings and no dividend will be paid.
3. Authorizing the Board of Directors to decide on the acquisition of own shares
The AGM authorized the Board of Directors to resolve on the acquisition of a maximum of 1,682,000 of the company’s own shares in one or more tranches using the company’s unrestricted equity. The company may buy back shares in order to develop its capital structure, finance and implement any corporate acquisitions or other transactions, implement share-based incentive plans, pay board fees or otherwise transfer or cancel them. The company may buy back shares in public trading on marketplaces whose rules and regulations allow the company to trade in its own shares. In such a case, the company buys back shares through a directed purchase, i.e. in a proportion other than its shareholders’ holdings of company shares, with the consideration paid for the shares based on their publicly quoted market price so that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorization period, and, similarly, their maximum price equals the highest market price quoted in public trading during that period.
The authorization is effective until the end of the Annual General Meeting held in 2021, yet no further than until 30 June 2021. This authorization shall supersede the buyback authorization granted at the earlier General Meetings.
4. Authorizing the Board of Directors to decide on a share issue and on granting stock options and other special rights entitling to shares
The AGM authorized the Board of Directors to decide on issuing a maximum of 3,364,000 shares in a share issue or on granting special rights (including stock options) entitling holders to shares as referred to in Chapter 10 Section 1 of the Companies Act, in one or several tranches. This authorization may be used to finance and implement any prospective corporate acquisitions or other transactions, to implement the company’s share-based incentive plans, or for other purposes determined by the Board. The authorization grants the Board the right to decide on all terms and conditions governing the share issue and the granting of said special rights, including the subscribers or the recipients of said special rights and the payable consideration. The authorization also includes the right to issue shares by deviating from the shareholders’ preemptive rights, i.e. by issuing them in a directed manner. The authorization of the Board covers both the issue of new shares and the transfer of any shares that may be held by the company.
The authorization is effective until the end of the Annual General Meeting held in 2021, yet no further than until 30 June 2021. This authorization shall supersede previous authorizations resolved in General Meetings concerning the issue of shares and special rights entitling to shares.
Relais Group Plc
Board of Directors
CEO Arni Ekholm,
Telephone: +358 40 760 3323
Evli Bank Plc
Telephone: +358 40 579 6210
Nasdaq Helsinki Ltd
Financial Supervisory Authority
Relais Group in brief
Relais Group is an importer and technical wholesaler that actively develops its vehicle electrical equipment and spare parts business operations in the Nordic and Baltic countries. Relais Group creates added value for its customers by offering vehicle spare parts, electrical equipment and specialist services throughout the life cycle of vehicles in a reliable, efficient and timely manner. As a strongly growth-oriented company, Relais Group aims to be an industry forerunner in the vehicle life cycle enhancement business. Relais Group's net sales in 2019 were EUR 98.9 million. On 31 December 2019, the company employed 258 people in five different countries. www.relais.fi