Resolutions of Toivo Group Plc’s Annual General Meeting 2022 and the organizing meeting of the Board of Directors
Toivo Group Plc, Company release 31 March 2022 at 1:00 p.m.
The Annual General Meeting of Toivo Group Plc (the “Company” and “Toivo”) was held today on 31 March 2022 in Helsinki, Finland. The meeting was held through exceptional procedures, pursuant to the temporary legislation enacted by the Finnish Parliament to limit the spread of the Covid-19 pandemic. Shareholders in the Company and their proxy representatives were able to participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance.
The Annual General Meeting adopted the financial statements for the financial year of 2021 and discharged the members of the Board of Directors and the CEO from liability.
Use of the profit shown on the balance sheet and the payment of dividend
The Annual General Meeting resolved that no dividend be distributed for the financial year ended on 31 December 2021, as proposed by the Board of Directors.
Members and remuneration of the Board of Directors
The number of the members of the Board of Directors was confirmed to be four (4). Asko Myllymäki, Harri Tahkola, Petri Kärkkäinen and Tomi Koivukoski were re-elected as the ordinary members of the Board.
The Chair and the other members of the Board of Directors shall be paid a remuneration of EUR 1 600 per month. However, Asko Myllymäki and Tomi Koivukoski have declared that they will waive their fees.
Election and remuneration of the Auditor
KPMG Oy Ab, authorized public accountants, was re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. KPMG Oy Ab has announced that it will appoint Timo Nummi, APA, as the auditor with principal responsibility.
The Auditor’s fees will be paid against the Auditor’s reasonable invoice approved by the Company.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The Board of Directors was authorized to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares. The authorization covers a maximum of 5,308,622 shares, which corresponds to approximately 10 per cent of all shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, among other things, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).
The authorization allows the repurchase and/or the acceptance as pledge of shares in order to, among other things, develop the Company’s capital structure, to finance or implement eventual acquisitions, investments or other arrangements that are part of the business, or to be used in the Company’s incentive or reward systems.
The authorization is effective until the end of the next Annual General Meeting; however, no longer than until 30 June 2023.
Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors was authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The authorization covers a maximum of 20,000,000 shares, which corresponds to approximately 38 per cent of all shares in the Company.
The Board of Directors decides on all terms of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization is effective until the end of the next Annual General Meeting; however, no longer than until 30 June 2023.
The minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the Company’s website at sijoittajille.toivo.fi/en on 14 April 2022 at the latest.
The organizing meeting of the Board of Directors
The Company’s Board of Directors held its organizing meeting after the Annual General Meeting on 31 March 2022. In the organizing meeting, the Board of Directors elected the Chair of the Board. Asko Myllymäki was elected as the Chair of the Board of Directors.
Toivo Group Plc
The Board of Directors
Further information
Markus Myllymäki
CEO
Toivo Group Plc
Tel. 040 847 6206
Certified Adviser: Danske Bank A/S, Finland branch, +358 (0)50 575 4422
About Toivo
Toivo is a Finnish real estate company that was founded in 2015. Its business consists of developing apartment lots, constructing housing and establishing ownership of apartments. The Company’s business model is unique as Toivo’s business combines the value chain of real estate business from development and construction to ownership, management and rental of a completed property. Toivo manages the entire life cycle of residential real estate with its own team, from raw land development to renting apartments. This way, Toivo is able to generate additional value for its customers, shareholders and stakeholders.
Toivo’s strategy is to develop apartments in accordance with the Toivo concept. The apartments aim for a strong development margin and a stable and attractive return, and this way enable long-term ownership and the generation of higher additional value to Toivo’s customers. Toivo has a knowledgeable and experienced team of experts with strong merits in the real estate business. The members of Toivo’s team have been involved in the development and construction of over 17,000 apartments, and they have an average of ten years of experience.
Toivo’s revenue in 2021 was EUR 13.6 million and its operating profit was EUR 15.8 million.