Resolutions of the Annual General Meeting of Relais Group Plc 13 April 2022
Relais Group Plc, Company Release 13 April 2022 at 3.15 p.m. EET
1. Financial statements, Board of Directors and Auditors
The AGM confirmed the company's financial statements for the financial year 1 January-31 December 2021, and discharged the members of the Board of Directors and the Managing Director from liability.
The AGM decided that five members be elected to the Board of Directors and re-elected Olli-Pekka Kallasvuo, Katri Nygård and Jesper Otterbeck as board members. Anders Borg and Lars Wilsby were elected as new board members. In board meeting held after the AGM, the Board of Directors elected Jesper Otterbeck 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 approved the proposal of the Board of Directors that a dividend of EUR 0.36 per share shall be paid from the parent company's distributable funds to shareholders who are registered in the Company's shareholders' register maintained by Euroclear Finland Oy on the dividend record date, 19 April 2022. The dividend shall be paid on 26 April 2022.
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 or accepting as pledge of a maximum of 1,794,143 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 or 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 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 to be held in 2023, yet no further than until 30 June 2023. 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 2,988,286 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 Limited Liability 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 said share issue and the granting of special rights, including the subscribers or the grantees of said special rights and the payable consideration. The authorization also includes the right to issue shares by deviating from the shareholders' pre-emptive rights, i.e. in a directed manner. The authorization of the Board covers both the issue of new shares and the assignment of any shares that may be held in the company's treasury.
The authorization is effective until the closing of the Annual General Meeting to be held in 2023, yet no further than until 30 June 2023. 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
Further information:
Relais Group, CEO Arni Ekholm
Tel. +358 40 760 3323
Email: arni.ekholm@relais.fi
Certified advisor:
Evli Bank Plc
Tel. +358 40 579 6210
Distribution:
Nasdaq Helsinki
Financial Supervisory Authority
Key media
www.relais.fi
Relais Group
Relais Group is the leading consolidator and acquisition platform on the vehicle aftermarket in the Nordic and Baltic countries. We have a sector focus in vehicle life cycle enhancement and related services. We also serve as a growth platform for the companies we own.
We are a profitable company seeking strong growth. We carry out targeted acquisitions in line with our growth strategy and want to be an active player in the consolidation of the aftermarket in our area of operation. Our acquisitions are targeted at companies having a good strategic fit with our group companies.
Our net sales in 2021 was EUR 237.9 (2020: 128.9) million. During 2021, we completed a total of six acquisitions. Following the acquisitions, we employ approximately 950 professionals in six different countries. Our share is listed on Nasdaq Helsinki Ltd's Nasdaq First North Growth Market Finland with the stock symbol RELAIS.