07.04.2016
Decisions by Taaleri Plc Annual General Meeting held on 7 of April:
Resolution on the use of profit shown on the balance sheet as well as payment of a dividend and return of capital
The General Meeting decided that a dividend of EUR 0.14 per share will be paid based on the balance sheet adopted for the financial year ended 31 December 2015 and that EUR 0.06 per share will be returned to shareholders from the invested unrestricted equity fund.
The dividend and the return of capital will be paid to shareholders who on the dividend record date of 11 April 2016 are entered as shareholders in the company’s shareholder register held by Euroclear Finland Ltd. The dividend and the return of capital will be paid on 18 April 2016.
Resolution on the discharge from liability of members of the Board of Directors and the CEO
General meeting released the members of the Board of Directors and the President and CEO from liability.
Resolution on the remuneration of members of the Board of Directors
General Meeting decided that the members of the Board of Directors be paid annual remuneration as follows:
Chairman of the Board EUR 38,000 per year
Vice Chairman of the Board EUR 28,000 per year
Member of the Board EUR 23,000 per year
The annual remuneration will cover the entire term of office and Committee work.
The General Meeting also decided that travel and accommodation expenses will be paid against an invoice for meetings of the Board of Directors and Committees held in a locality other than the home locality of a member of the Board.
Resolution on the number of members and members of the Board of Directors
The number of the members of the Board of Directors confirmed as six (6). All the current members of Board of Directors, namely Peter Fagernäs, Juha Laaksonen, Pertti Laine, Vesa Puttonen and Esa Kiiskinen re-elected to the Board of Directors and Hanna Maria Sievinen elected as a new member of the Board of Directors. The term of office of members of the Board of Directors expires at the end of the Annual General Meeting that follows their election.
Resolution on the remuneration of the auditor
General Meeting decided that the remuneration of the auditor be paid against invoices approved by the Audit Committee.
Election of the auditor
Ernst & Young Oy, a firm of authorised public accounts, re-elected as the company’s auditor for a term ending at the close of the Annual General Meeting 2017.
Ernst & Young Oy has announced that Ulla Nykky, Authorised Public Accountant, who has served in the position since 20 March 2015, will continue as the auditor with principal responsibility.
Authorisation of the Board of Directors to decide on the issuance of shares
The General Meeting decided that the Annual General Meeting authorise the Board of Directors to decide on the issuance of new shares and on the conveyance of own shares held by the company (treasury shares) on the following conditions:
The Board of Directors may issue new shares and convey treasury shares up to a maximum 3,000,000 shares.
New shares may be issued and treasury shares conveyed to the company’s shareholders in proportion to their current shareholdings or in derogation of the pre-emptive subscription right of the shareholders by means of a directed share issue if there is a weighty financial reason for the company to do so, such as the shares are to be used as consideration in possible company acquisitions or in other arrangements that are part of the company’s business or to finance investments or as part of the company’s incentive scheme.
The Board of Directors may also decide on the issuance of shares without payment to the company itself.
The new shares may be issued and treasury shares may be conveyed either against payment or without payment. A directed share issue may be executed without payment only if there is an especially weighty financial reason for the company to do so, taking the interests of all shareholders into account.
The Board of Directors will decide on all other factors relating to the issuance and conveyance of shares.
The authorisation will be valid for until 7th April 2017.
The minutes of the Annual General Meeting will be available to shareholders on the Company website from 21 April 2016 at the latest.
Decisions by the Board of Directors
In its meeting held today, the Board of Directors of Taaleri elected from among its members Peter Fagernäs as Chairman and Juha Laaksonen as Vice Chairman of the Board of Directors.
The Board of Directors decided to establish two committees: Audit Committee and Remuneration Committee. Vesa Puttonen was elected as Chairman and Esa Kiiskinen and Hanna Maria Sievinen as members of the Audit Committee. Peter Fagernäs was elected as Chairman and Juha Laaksonen and Pertti Laine as members of the Remuneration Committee.
Taneli Hassinen
Head of Communications and IR
Tel. 358-40-504-3321
taneli.hassinen@taaleri.com