EEZY PLC -- STOCK EXCHANGE RELEASE -- 9 APRIL 2024 AT 12.00
Decisions by Eezy Plc’s Annual General Meeting on 9 April 2024
Eezy Plc’s annual general meeting (AGM) was held on 9 April 2024 starting at 10:00 a.m. at Kasarmikatu 21,Helsinki.
The AGM approved all proposals included in the notice to the AGM.
The financial statements and the consolidated financial statements for the financial year 2023 were adopted. The members of the board of directors and the CEOs were discharged from liability for financial year 2023. The remuneration report and the remuneration policy for governing bodies was approved.
Dividend
The AGM decided that that no dividend be paid based on the balance sheet to be adopted for the financial year 2023.
Board of directors: members and remuneration
Seven members were elected to the board of directors for a term ending at the end of the next annual general meeting following the election.
Tapio Pajuharju, Kati Hagros, Maria Pajamo, Paul-Petteri Savolainen, Mika Uotila and Mikko Wirén were re-elected as the members of the board of directors. Tomi Laaksola was elected as a new member.
The members of the board of directors will be paid monthly remuneration as follows:
- EUR 4,500 per month for the chairperson of the board and
- EUR 2,500 each per month for all other members of the board.
In addition, members of the board of directors’ committees will be paid a meeting fee of EUR 300 for each committee meeting.
The reasonable traveling expenses of the members of the board of directors are compensated in accordance with the company’s travelling policy and practices.
Auditor
The AGM re-elected the company’s current auditor, KPMG Oy Ab, which has stated that Niklas Oikia, APA, will act as the new responsible auditor. The term of the auditor will end at the end of the next annual general meeting following the election.
The auditor’s fees be paid against its reasonable invoice as approved by the company.
KPMG Oy Ab as the auditor of the company, will also carry out the assurance of the company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act amending the Limited Liability Companies Act (1252/2023) and will be imbursed for this task as per its invoice approved by the company.
Authorisations for the board of directors
The general meeting authorised the board of directors to decide on the repurchase of the company’s shares using the company’s unrestricted equity under the following terms and conditions:
- The total maximum number of shares to be repurchased under the authorisation is 2,500,000 shares, which corresponds to approximately 10.0% of all the shares in the company.
- The shares will be repurchased in trading on Nasdaq Helsinki Oy’s regulated market at a price formed in public trading on the date of repurchase. The shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders.
- The shares will be repurchased using the company’s distributable unrestricted equity.
- This authorisation replaces prior authorisations granted to the board of directors to repurchase the company’s own shares.
- The authorisation is valid until the end of the annual general meeting of 2025 but in any case no later than 18 months from the general meeting’s resolution on authorisation.
The general meeting authorised the board of directors to decide on the issuance of shares in one or more tranches as well as on the issuance of option rights and other special rights entitling to shares as referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act as follows:
- The total maximum number of shares to be issued under the authorisation is 2,500,000 shares, which corresponds to approximately 10.0% of all the shares in the company.
- The board of directors decides on all the terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares. The authorisation concerns both the issuance of new shares and the transfer of the company’s own shares.
- The share issues, and the issuances of option rights and other special rights entitling to shares can take place in deviation from the shareholders’ pre-emptive subscription right (directed issue) if the company has a weighty financial reason to do so, such as the financing or the implementation of a merger or acquisition, the development of the company’s equity structure or the implementation of the company’s incentive schemes.
- The total maximum number of shares to be issued for the purpose of implementing the company’s incentive schemes is 250,000 shares, which corresponds to approximately 1.0% of all the shares in the company. For the avoidance of doubt, the above number of shares to be issued for the implementation of incentive schemes is included in the overall number of the issuance authorisation referred to in section 1 above.
- Based on the authorisation, the board of directors is also authorised to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10% of all the shares in the company. This amount includes shares that may be held by the company and its subsidiaries in the manner provided for in chapter 15, section 11, subsection 1 of the Finnish Limited Liability Companies Act.
- The authorisation replaces prior share issue authorisations granted to the board of directors.
- The authorisation is valid until the end of the annual general meeting of 2025, but in any case no later than 18 months from the general meeting’s resolution on share issue authorisation.
Further information:
Ilpo Toivonen
Leading Legal Counsel
ilpo.toivonen@eezy.fi
tel. +358 (0)40 307 5003
