29.03.2017
Taaleri Plc Stock Exchange Release 29 March 2017 at 17.00
Taaleri Plc's Annual General Meeting was held today in Helsinki. The General Meeting adopted the financial statements for the 2016 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 that, based on the balance sheet to be adopted for the 2016 financial period that ended on 31 December 2016, EUR 0.22 of dividend per share be distributed and that the remaining share of distributable assets be left as equity.
Dividend will be paid to shareholders who, on the dividend payment record date of 31 March 2017, are registered in the company's Shareholders' Register maintained by Euroclear Finland Ltd. The General Meeting decided that the dividend be paid on 7 April 2017.
Deciding on the remuneration of the 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 of Directors EUR 38,000 per annum
- Vice Chairman of the Board of Directors EUR 28,000 per annum
- Member of the Board of Directors EUR 23,000 per annum
The annual remuneration covers the whole of the term of office and committee work.
The General Meeting also decided that the costs of travel and accommodation for attending meetings of the Board of Directors and committees held elsewhere than the home locality of the member of the Board of Directors be reimbursed according to invoice.
Deciding on the members and the number of the members of the Board of Directors
It was decided that the number of the members of the Board of Directors of the company be set at six (6).
Of the present members of the Board of Directors, Peter Fagernäs, Juha Laaksonen, Vesa Puttonen, Esa Kiiskinen and Hanna Maria Sievinen were re-elected to the Board, and Tuomas Syrjänen was elected as a new member. The term of office of the Board of Directors will end at the close of the following Annual General Meeting.
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 make a decision on the purchase of the Company’s treasury shares
The General Meeting decided to authorise 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 reward scheme, or to be cancelled if justified from the point of view of the company and its shareholders.
The authorisation issued to the Board of Directors 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 purchase 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 supersedes the authorisation to purchase the company's treasury shares issued at the Annual General Meeting of 8 January 2016.
Authorising the Board of Directors to make a decision 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 relation 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 reward 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 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 for one (1) year from the close of the General Meeting, but no later than until 30 June 2018.
This authorisation supersedes the authorisation issued at the General Meeting on 7 April 2016.
The maximum ratio between fixed and variable component of remuneration
The General Meeting decided, as proposed by the Board of Directors, to increase the annual remuneration limit of the variable component of an employee’s remuneration from 100% to 200% so that the variable component of an employee’s remuneration may not exceed 200% of the employee’s fixed salary.
The General Meeting decided that the increase of the remuneration limit is applied to the entire personnel in investment and retail banking, in asset management, corporate functions and independent control functions as well as in other functions, excluding the members of the Board of Directors of Taaleri Plc.
Amending of Section 7 of the Articles of Association
The General Meeting decided that Section 7 of the Articles of Association be amended to read as follows:
Section 7 Auditor
The company has one (1) auditor that must be an auditing organisation referred to in the Auditing Act. The term of office of the auditor ends at the close of the first Annual General Meeting following the election.
The minutes of the General Meeting
The minutes of the General Meeting can be viewed at the company's website https://www.taaleri.com/en/investor-relations/general-meetings on 12 April 2017 or earlier.
Decisions of Taaleri Plc's Board of Directors
In its meeting held on 29 March 2017, Taaleri Plc's Board of Directors decided to elect Peter Fagernäs as Chairman of the Board of Directors, and Juha Laaksonen as Vice Chairman.
Vesa Puttonen, Hanna Sievinen and Tuomas Syrjänen were elected as members of the Audit Committee of the Board of Directors. The Board of Directors elected Vesa Puttonen as Chairman of the Audit Committee.
Peter Fagernäs, Juha Laaksonen and Esa Kiiskinen were elected as members of the Remuneration Committee of the Board of Directors. The Board of Directors elected Peter Fagernäs as Chairman of the Remuneration Committee.
Peter Fagernäs, Juha Laaksonen and Pertti Laine were elected as members of the Nomination Committee of the Board of Directors. The Board of Directors elected Peter Fagernäs as Chairman of the Nomination Committee.
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