Helsinki, Finland, 2016-03-15 14:30 CET (GLOBE NEWSWIRE) -- Norvestia Oyj Stock Exchange Release 15 March 2016 at 15:30
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF NORVESTIA OYJ 15 MARCH 2016
The Annual General Meeting of Norvestia Oyj was held on Tuesday 15 March 2016 at 11:00 at Pörssisali, in Helsinki.
MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
The General Meeting adopted the Annual Accounts for the year 2015.
The General Meeting resolved in accordance with the proposal by the Board of Directors to distribute a dividend of EUR 0.79 per share. The dividend will be paid to a shareholder who on the dividend record date 17 March 2016 is registered as a shareholder in the company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid 24 March 2016.
The General Meeting resolved to discharge the members of the Board of Directors and the Managing Director from liability for the year 2015.
The number of the members of the Board of Directors was confirmed to be five. Heikki Westerlund (Chairman), Hannu Syrjänen (Vice Chairman), Georg Ehrnrooth, Niko Haavisto and Arja Talma will continue as members of the Board of Directors.
Annual remuneration for the Chairman of the Board of Directors was confirmed to be EUR 58,000 and for the Vice Chairman and members of the Board of Directors EUR 32,000. In addition, a meeting fee of EUR 350 per attended Board committee meeting will be paid. Traveling and accommodation expenses will be compensated against an invoice.
The General Meeting elected one Auditor and one Deputy Auditor. PricewaterhouseCoopers Oy, a firm of authorized public accountants was elected as Auditor and Mikko Nieminen, APA, as Deputy Auditor. PricewaterhouseCoopers Oy has announced that Lauri Kallaskari, APA, will be the Auditor with principal responsibility. The Auditor's remuneration will be paid against an invoice approved by the company.
AUTHORIZATIONS
The General Meeting authorized the Board of Directors to resolve on the repurchase of the company's own shares as follows:
The maximum number of own shares to be repurchased is 1,531,656 shares, which corresponds to 10.0% of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares are repurchased. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
This authorization revokes the authorization for the Board of Directors to resolve on the repurchase of the company's own shares given by the General Meeting 31 March 2015.
The authorization expires 31 May 2017 at the latest.
The General Meeting authorized the Board of Directors to resolve on the issuance of shares as well as options rights and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows:
The aggregate number of shares to be issued on the basis of the authorization may not exceed 1,531,656 shares, which corresponds to 10.0% of the total number of shares in the company.
The Board of Directors resolves on all the terms and conditions of the issuance of shares and special rights entitling to shares. The authorization concerns both the issuance of new shares and the transfer of the company's own shares. The issuance of shares and special rights entitling to shares may deviate from the shareholders' pre-emptive subscription rights (directed issue).
This authorization revokes the authorization of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares given by the General Meeting on 31 March 2015.
The authorization expires 31 May 2017 at the latest.
NORVESTIA OYJ
Board of Directors
On behalf Juha Kasanen
Managing Director
Tel. +358-9-6226 380
DISTRIBUTION
Nasdaq Helsinki
Main media
www.norvestia.fi