TAALERI PLC STOCK EXCHANGE RELEASE 18 MAY 2020 AT 11.45 EET
Decisions of Taaleri Plc's Annual General Meeting 2020 and organization of the Board of Directors
Decisions of Taaleri Plc’s Annual General Meeting
Taaleri Plc's Annual General Meeting was held today in Helsinki. The General Meeting adopted the financial statements for the 2019 financial period, granted the members of the Board of Directors and the CEO discharge from liability and adopted the Remuneration Policy for governing bodies.
Deciding on dividend distribution and authorizing the Board of Directors to decide on the distribution of a dividend
The General Meeting decided according to the proposal of the Board of Directors that a dividend of EUR 0.16 per share be paid based on the balance sheet adopted for the financial year ended 31 December 2019. The dividend will be paid to shareholders who on the dividend record date of 20 May 2020 are entered as shareholders in the company’s shareholder register held by Euroclear Finland Ltd. The dividend is to be paid on 28 May 2020.
In addition, the General meeting authorised the Board of Directors to at a later date decide on a payment of a maximum dividend of EUR 0.16 per share for the financial year 2019 with a payment at one or more occasions. The authorisation is in force until the Annual General Meeting 2021. The Board was also authorised to decide on the record date and the date of payment of a possible dividend. Taaleri will notify of the decisions separately.
Deciding on the remuneration of members of the Board of Directors
The General Meeting decided that the members of the Board of Directors be paid annual remuneration as follows:
- Chairman of the Board EUR 50,000 per year
- Deputy Chairman of the Board EUR 36,000 per year
- Chairman of the Audit Committee EUR 36,000 per year
- Member of the Board EUR 30,000 per year
The General Meeting decided that the members of the Audit Committee will be paid a meeting-specific fee of EUR 1,000 to the Chairman of the Audit Committee and EUR 500 to each other member of the Audit Committee.
The annual remuneration will cover the entire term of office and Committee work.
The Annual General Meeting decided additionally that travel, and accommodation expenses of the members are paid against invoices when the meeting of the Board of Directors and the Committees takes place outside members’ domicile.
Deciding on the number of members and the members of the Board of Directors
The General Meeting decided that the number of the members of the Board of Directors be set as six (6).
The current members of Board of Directors, Juhani Elomaa, Juha Laaksonen, Hanna Maria Sievinen, Elina Björklund and Tuomas Syrjänen, were re-elected to the Board of Directors. Further, Petri Castrén was elected as a new member of the Board.
Election of the chairman and deputy chairman of the Board of Directors
The General Meeting decided to elect Juhani Elomaa as the chairman of the Board of Directors and Juha Laaksonen as a deputy chairman.
Selecting the auditor and deciding on the auditor’s remuneration
The General Meeting decided that Ernst & Young Oy, a firm of authorised public accounts, be re-elected as the company’s auditor for a term ending at the close of the next Annual General Meeting. Ernst & Young Oy has announced that Ulla Nykky, Authorised Public Accountant, continues as the auditor with principal responsibility.
The General Meeting decided that the auditor's remuneration be paid based on invoices approved by the company.
Authorising the Board of Directors to decide on the purchase of the company’s own shares
The General Meeting decided to authorize the Board of Directors’ to decide on the repurchase of the company's own shares using assets belonging to unrestricted equity on the following conditions:
Up to 2,000,000 shares may be repurchased, corresponding to 7.05% of all the company's shares. The repurchase may be made in one or more instalments.
The purchase price per share shall be the price given on the Helsinki Stock Exchange or another market-based price.
The shares may be repurchased to develop the company’s capital structure, to finance or implement corporate acquisitions, investments or other arrangements related to the company’s business operations, to be used as part of the company’s incentive scheme, or to be cancelled if justified from the point of view of the company and its shareholders.
The authorisation issued includes the right to decide whether the shares will be repurchased in a private placement or in proportion to the shares owned by shareholders. The repurchase may take place through private placement only if there is a weighty financial reason for it from the company’s perspective.
The Board of Directors has the right to decide on other matters concerning the repurchase of shares.
This authorisation is valid for 18 months from the date of the close of the Annual General Meeting.
This authorisation cancels the authorisation to purchase the company's own shares issued at the General Meeting of 20 March 2019.
Authorising the Board of Directors to decide on share issue
The General Meeting decided to authorise the Board of Directors to decide on the issue of new shares and the assignment of treasury shares in the possession of the company on the following terms:
The Board of Directors may issue new shares and assign treasury shares in the possession of the company up to a maximum of 2,500,000 shares, corresponding to 8.82% of all the company's shares.
The new shares may be issued and the treasury shares possessed by the company may be assigned to the company’s shareholders in proportion to their ownership of shares or deviating from the shareholder’s pre-emptive subscription right in a private placement, if there is a weighty financial reason for it from the point of view of the company, such as using the shares as consideration in potential corporate acquisitions or other arrangements that are part of the company’s business operations, or to finance investments or as part of the company’s incentive scheme.
The Board of Directors may also decide on a free-of-charge share issue to the company itself.
The new shares may be issued and the shares possessed by the company may be assigned either against payment or without payment. A private placement may only be without payment if there is an especially weighty financial reason for it from the point of view of the company and taking into account the benefit of all its shareholders.
The Board of Directors will decide on all other factors related to share issues and the assignment of shares.
The authorisation is valid until the end of the next Annual General Meeting, however no longer than 30 June 2021.
This authorisation cancels the authorisation issued at the General Meeting on 20 March 2019.
Decisions regarding the organisation of Taaleri Plc's Board of Directors
Hanna Maria Sievinen, Juhani Elomaa and Petri Castrén were elected as members of the Board of Directors’ Audit Committee. The Board of Directors elected Hanna Maria Sievinen as Chairman of the Audit Committee.
Juhani Elomaa, Tuomas Syrjänen and Elina Björklund were elected as members of the Board of Directors’ Remuneration Committee. The Board elected Juhani Elomaa as Chairman of the Remuneration Committee.
Taaleri in brief
Taaleri is a Finnish financial services company, whose parent company, Taaleri Plc, is listed on Nasdaq Helsinki main market. The Taaleri Group comprises three business areas: Wealth Management, Financing, and Energy. In addition, the Group makes investments from its own balance sheet.
At the end 2019, Taaleri had assets under management totalling EUR 7.1 billion and 5,500 wealth management customers. Taaleri Plc has some 4,700 shareholders. Taaleri’s operations are supervised by the Finnish Financial Supervisory Authority.
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