Resolutions of the Annual General Meeting of Relais Group Plc 5 April 2023
Relais Group Plc, Stock Exchange Release 5 April 2023 at 5.50 p.m. EEST
Resolutions of the Annual General Meeting of Relais Group Plc 5 April 2023
1. Financial statements, Board of Directors and Auditors
The AGM confirmed the company's financial statements for the financial year 1 January-31 December 2022, 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 Anders Borg, Olli-Pekka Kallasvuo, Katri Nygård, Jesper Otterbeck and Lars Wilsby as 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 decided that a dividend of EUR 0.40 per share be paid on the basis of the adopted balance sheet for the financial year 2022. The dividend will be paid in two instalments. The first instalment of the dividend, EUR 0.20 per share, will be paid to shareholders who, on the record date for dividend distribution of 11 April 2023, are registered in the shareholders' register of the company, maintained by Euroclear Finland Ltd. The first instalment of the dividend will be paid on 18 April 2023.
The second instalment of the dividend, EUR 0.20 per share, will be paid to shareholders who, on the record date of 2 November 2023 of the second dividend instalment, are registered in the shareholders' register of the company, maintained by Euroclear Finland Ltd. The second instalment of the dividend will be paid on 9 November 2023.
The Board of Directors was authorized, if necessary, to decide on a new dividend distribution record date and payment date for the second instalment of the dividend should the regulations or rules of the Finnish book-entry system change or otherwise so require.
3. Amendment of the Articles of Association
The AGM decided that Article 3 and Article 8 of the Articles of Association was amended by deleting from Article 3 the unnecessary reference to the registration period, and by adding to Article 8 the provisions concerning the venue of the meeting and the holding of a remote meeting. Following the amendments, the above-mentioned Articles read as follows:
"Article 3
The Company's shares are incorporated in the book-entry system."
"Article 8
The General Meeting shall be convened in compliance with the provisions on the convocation period and the manner of convocation of the Finnish Limited Liability Companies Act. If the Company's shares are traded on a regulated market or on a multilateral trading facility, in deviation from what is stated above, the notice to convene a General Meeting shall, however, be delivered by publishing the notice on the Company's website no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, and in any event no later than nine (9) days prior to the record date according to the Companies Act.
To be entitled to attend the General Meeting, a shareholder must register with the Company no later than on the date specified in the notice of the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.
The General Meeting may be held at the location of the Company's registered office or at any other location in Finland determined by the Board of Directors. The Board of Directors may also decide to arrange a General Meeting without a physical venue such that the shareholders exercise their full decision-making powers in real time using a remote connection and technical means during the meeting."
4. 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 1,813,231 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 2024, yet no further than until 30 June 2024. This authorization shall supersede the buyback authorization granted at the earlier General Meetings.
5. 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 3,626,462 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 2024, yet no further than until 30 June 2024. 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
Relais Group in brief
Relais Group is a 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 2022 was EUR 260.7 (2021: 237.8) million. During 2022, we completed a total of three acquisitions. We employ approximately 1,000 professionals in six different countries. The Relais Group share is listed on the Main Market of Nasdaq Helsinki with the stock symbol RELAIS.
www.relais.fi