TAALERI PLC STOCK EXCHANGE RELEASE 13 APRIL 2023 AT 16:45 (EEST)
Decisions of Taaleri Plc’s Annual General Meeting 2023 and organisation 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 2022 financial period, granted the members of the Board of Directors and the CEO discharge from liability and approved the Remuneration Report for governing bodies.
Deciding on dividend distribution
The General Meeting decided according to the proposal of the Board of Directors that a dividend of EUR 0.70 per share be paid based on the balance sheet adopted for the financial year ended 31 December 2022. The dividend will be paid to shareholders who on the dividend record date of 17 April 2023 are entered as shareholders in the company's shareholder register maintained by Euroclear Finland Ltd. The dividend is to be paid on 24 April 2023.
Deciding on the remuneration of the board members
The General Meeting decided that the members of the Board of Directors be paid monthly remuneration as follows:
- EUR 6,000 for the Chairperson of the Board (2022: annual remuneration EUR 55,000 corresponding to EUR 4,583 / month)
- EUR 5,000 for the Deputy Chairperson of the Board (2022: annual remuneration EUR 41,000 corresponding to EUR 3,417 / month)
- EUR 5,000 for the Chairperson of the Audit Committee (2022: annual remuneration EUR 41,000 corresponding to EUR 3,417 / month)
- EUR 4,000 for other Members of the Board (2022: annual remuneration EUR 35,000 corresponding to EUR 2,917 / month)
The General Meeting decided that meeting-specific fees will not be paid (2022: EUR 1,000 for the Chairperson of the Audit Committee and EUR 500 for other members).
The remuneration will cover the entire term of office and Committee work.
The 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 and members of the board
The General Meeting decided that the number of members of the Board of Directors be set as six (6).
The General Meeting re-elected current members of Board of Directors, Elina Björklund, Petri Castrén, Juhani Elomaa, Hanna Maria Sievinen, Tuomas Syrjänen and Jouni Takakarhu to the Board of Directors.
The Board Members were elected for a term ending at the close of the next Annual General Meeting.
Electing the Chairperson and Deputy Chairperson of the Board
The General Meeting decided to elect Juhani Elomaa as the Chairperson of the Board and Hanna Maria Sievinen as Deputy Chairperson of the Board.
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 Johanna Winqvist-Ilkka, Authorised Public Accountant, will act as the auditor with principal responsibility.
The General Meeting decided that the auditor's remuneration be paid based on invoices approved by the Audit Committee.
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 6 April 2022.
Authorising the Board of Directors to decide on share issue and the issuance of option rights and other special rights entitling to shares
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 and/or the issuance of option rights or other special rights entitling to shares, as referred to in Chapter 10, Section 1 of the Finnish Companies Act, 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 and/or option rights or other special rights entitling to shares may be issued 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 and/or option rights or other special rights entitling to 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 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 and decide on all terms and conditions of the option rights and other special rights entitling to shares.
The authorisation is valid until the end of the next Annual General Meeting, however no longer than 30 June 2024.
This authorisation cancels the authorisation regarding the share issue issued at the General Meeting on 6 April 2022.
Amendment to the Articles of Association
The General Meeting decided to amend Article 10 of the Articles of Association so that it enables organising a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the company’s domicile Helsinki. The provision of the Articles of Association in question reads, as amended, as follows:
“§ 10 Notice to the general meeting of shareholders
The notice to the general meeting of shareholders must be published on the company's website no more than three (3) months and no less than three (3) weeks prior to the meeting, but always at least nine (9) days before the record date of the general meeting. The Board of Directors can also decide to publish an invitation or a notice about the invitation in one or more newspapers within the above-mentioned deadline.
The general meeting shall be organised in Helsinki. In addition, the Board of Directors may also decide that the general meeting is organised without a meeting venue so that the shareholders exercise their power of decision during the meeting in full in real time using telecommunication connection and technical means.”
In other respects, the Articles of Association remained unchanged.
Authorising the Board of Directors to decide on charitable contributions
The General Meeting decided to authorise the Board of Directors to decide on one or more donations for charitable or similar purposes up to a total value of EUR 50,000, and to decide on the recipients, purposes and other terms of the contributions.
The authorization is valid until the end of the next Annual General Meeting.
Decisions regarding the organisation of Taaleri Plc's Board of Directors
Hanna Maria Sievinen, Petri Castrén and Jouni Takakarhu were elected as members of the Board of Directors’ Audit Committee. The Board of Directors elected Hanna Maria Sievinen as Chairperson 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 Chairperson of the Remuneration Committee.
Taaleri in brief
Taaleri is a Nordic investment and asset manager with an emphasis on renewable energy and other alternative investments. We channel capital towards economically profitable undertakings that have a lasting positive impact on the environment and society. We combine capital with talent, expertise, entrepreneurship, and a bold sense of purpose. We are a signatory of the UN Principles for Responsible Investment (UNPRI) since 2010, and we joined the Net Zero Asset Managers initiative in 2021. Taaleri’s vision is to be a Nordic forerunner in alternative investments focusing on sustainability.
Taaleri has two business segments: Private Asset Management and Strategic Investments. Private Asset Management consists of renewable energy, real estate and bioindustry businesses. The Strategic Investments segment includes Garantia Insurance Company Ltd.
Taaleri has EUR 2.5 bn of assets under management in its private equity funds and co-investments. The company has approximately 120 employees. Taaleri Plc is listed on Nasdaq Helsinki.
Head of Investor Relations, Sustainability and Communications Siri Markula, +358 40 743 2177, firstname.lastname@example.org