TAALERI PLC STOCK EXCHANGE RELEASE 20 March 2019 AT 17:30 EET
Decisions of Taaleri Plc's Annual General Meeting 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 2018 financial period and granted the members of the Board of Directors and the CEO discharge from liability.
Deciding on dividend distribution
The General Meeting decided according to the proposal of the Board of Directors that a dividend of EUR 0.30 per share be paid based on the balance sheet adopted for the financial year ended 31 December 2018.
The dividend will be paid to shareholders who on the dividend record date of 22 March 2019 are entered as shareholders in the company’s shareholder register held by Euroclear Finland Ltd. The dividend is to be paid on 29 March 2019.
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 annual remuneration will cover the entire term of office and Committee work.
The annual remuneration will not be paid to members of the Board who is a part of the company’s executive management team.
The Annual General Meeting decided that the expenses arising from travelling and accommodation are to be 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 seven (7).
The current members of Board of Directors, Peter Fagernäs, Juha Laaksonen, Vesa Puttonen, Hanna Maria Sievinen and Tuomas Syrjänen, were re-elected to the Board of Directors. Further, Elina Björklund and Juhani Elomaa were elected as new members of the Board.
Election of the chairman and deputy chairman of the Board of Directors
The General Meeting decided Peter Fagernäs as the chairman of the Board of Directors.
Juha Laaksonen was decided as deputy chairman so that Juha Laaksonen will be the company’s deputy chairman until Juhani Elomaa ceases to be the managing director of Taaleri Plc. After that, Juhani Elomaa will be the deputy chairman of the Board of Directors.
Selecting the auditor, and deciding on the auditor’s remuneration
The General Meeting decided that Authorised Public Accountants Ernst & Young Oy be elected as auditor for the term of office that will end at the close of the following Annual General Meeting. Ernst & Young Oy has announced that auditor-in-charge will be Ulla Nykky, APA.
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 treasury shares
The General Meeting decided to authorize the Board of Directors’ to decide on the purchase of the company's treasury shares using assets belonging to unrestricted equity on the following conditions:
Up to 2,000,000 shares may be purchased, corresponding to 7.05% of all the company's shares. The purchase 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 acquired 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 acquired in a private placement or in proportion to the shares owned by shareholders. The acquisition 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 purchase 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 treasury shares issued at the General Meeting of 21 March 2018.
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 2020.
This authorisation cancels the authorisation issued at the General Meeting on 21 March 2018.
Establishing a permanent Shareholders’ Nomination Board
The General Meeting decided to establish a permanent Shareholders' Nomination Board which main duties shall include preparing and presenting proposals covering the election and remuneration of the members of the company's Board of Directors to an Annual General Meeting and, where needed, to an Extraordinary General Meeting as well as identifying successors for existing members of the Board.
According to the proposal, the Nomination Board shall consist of three (3) members that represent the company’s biggest shareholders. Nomination right belongs to the three shareholders who hold the largest number of votes calculated of all shares in the company on the basis of the registered holdings in the company's shareholders' register held by Euroclear Finland Ltd or based on information represented by the nominee registered shareholders as of the last weekday in August in the year preceding the next annual general meeting. Should a shareholder not wish to use its nomination right, the right may be transferred by the chairman of the Board of Directors to the next largest shareholder who would otherwise not have a nomination right. In case two shareholders have an equal number of votes and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision between them shall be made by drawing lots. The chairman of the company's Board of Directors shall request each of the three largest shareholders to appoint one member to the Nomination Board.
The chairman of the Board of Directors shall convene the first meeting of the Nomination Board and act as the chairman of the Nomination Board until the Nomination Board has elected a chairman from among its members who shall be responsible for convening subsequent meetings. The chairman of the Board of Directors can act as the Nomination Board’s expert member upon request of the Nomination Board.
The Nomination Board shall serve until further notice unless otherwise decided by the General Meeting. Its members shall be elected annually and their term of office shall end when new members are elected to replace them.
In addition, the General Meeting approved the charter of the Shareholders’ Nomination Board which regulates the nomination process and composition of the Nomination Board and defines the duties and responsibilities of the Nomination Board. The Charter is available on the Taaleri Plc’s website at the address http://www.taaleri.com/home/investor-relations/general-meetings.
Decisions regarding the organisation of Taaleri Plc's Board of Directors
Vesa Puttonen, Hanna Sievinen and Tuomas Syrjänen were elected as members of the Board of Directors’ Audit Committee. The Board of Directors elected Vesa Puttonen as Chairman of the Audit Committee.
Peter Fagernäs, Juha Laaksonen and Elina Björklund were elected as members of the Board of Directors’ Remuneration Committee. The Board elected Peter Fagernäs as Chairman of the Remuneration Committee.
Taaleri in brief
Taaleri is a Finnish financial service company, whose parent company Taaleri Plc is listed on Nasdaq Helsinki's, Finland, 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 of 2018, Taaleri had assets under management totalling EUR 5.7 billion and 5,400 wealth management customers. Taaleri Plc has some 4,100 shareholders. Taaleri’s operations are supervised by the Finnish Financial Supervisory Authority.
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