PKC Group Plc Company Announcement 3 April 2014 2.50 p.m.
RESOLUTIONS OF PKC GROUP PLC’S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS
The Annual General Meeting of PKC Group Plc held on 3 April 2014 adopted the annual accounts and resolved to pay a dividend of EUR 0.70 per share. The Board members and the CEO were discharged from liability for 2013. The General Meeting also resolved on the election and remuneration of the Board of Directors and the Auditor as well as on the authorisation to the Board of Directors to decide on share issue in accordance with Board’s proposals.
DIVIDEND
The Annual General Meeting resolved to pay, in accordance with Board’s proposal, a dividend of EUR 0.70 per share. Dividend will be paid to shareholders who on the record date on 8 April 2014 are registered as shareholders in the Company's shareholders' register maintained by Euroclear Finland Ltd. The payment date is 15 April 2014.
DISCHARGE FROM LIABILITY
The Board members and the CEO were discharged from liability for 2013.
BOARD OF DIRECTORS AND AUDITOR
The Annual General Meeting resolved, in accordance with Board’s proposal, to confirm the number of Board members to be 7 and to re-elect Wolfgang Diez, Shemaya Levy, Robert Remenar, Matti Ruotsala and Jyrki Tähtinen as Board members and elect Reinhard Buhl and Mingming Liu as new Board members.
Authorised public accounting firm KPMG Oy Ab, which has announced Virpi Halonen, APA, to be the Auditor with principal responsibility, was selected as auditor in accordance with Board’s proposal.
Board’s and Auditor’s fees were resolved to be paid in accordance with Board’s proposal.
AUTHORISATION TO THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE
The Annual General Meeting resolved, in accordance with Board’s proposal, to authorise the Board of Directors to decide on one or more share issues and granting of special rights defined in Chapter 10, Section 1 of the Companies Act and all the terms and conditions thereof. A maximum total of 4,750,000 shares may be issued or subscribed for on the basis of authorisation. The authorisation includes the right to decide on directed share issue. The authorisation is in force for five years from the date of the General Meeting's decision. At Board of Directors' discretion the authorisation may be used e.g. in financing possible corporate acquisitions, inter-company co-operation or similar arrangement, or strengthening Company's financial or capital structure. The authorisation revokes the authorisation granted on 30 March 2011.
The Board’s proposals have been published in their entirety in the notice to the General Meeting published as stock exchange release.
ORGANISATION OF THE BOARD OF DIRECTORS
In the Board of Directors’ organisation meeting Matti Ruotsala was appointed as the Chairman and Robert Remenar as Vice-Chairman. The Board evaluated the independence of its members and, according to evaluation, all directors are independent of the company and of its significant shareholders.
In the Board of Directors’ organisation meeting Shemaya Levy was elected as the chairman of the Audit Committee and Wolfgang Diez, Mingming Liu and Jyrki Tähtinen as members. The Board also elected Matti Ruotsala as chairman of the Nomination and Remuneration Committee and Reinhard Buhl and Robert Remenar as members.
DOCUMENTS
The documents of the General Meeting are available on the Company’s website at www.pkcgroup.com. The minutes of the meeting will be available on the above-mentioned website as from 14 April 2014.
PKC Group Plc
Board of Directors
Matti Hyytiäinen
President & CEO
For additional information, contact:
Matti Hyytiäinen, President & CEO, PKC Group Plc, +358 400 710 968
DISTRIBUTION
NASDAQ OMX
Main media
www.pkcgroup.com
PKC Group is a global partner, designing, manufacturing and integrating electrical distribution systems, electronics and related architecture components for the commercial vehicle industry and other selected segments. The Group has production facilities in Brazil, China, Estonia, Finland, Germany, Mexico, Poland, Russia, Serbia and the USA. The Group's revenue in 2013 totalled EUR 884.0 million. PKC Group Plc is listed on NASDAQ OMX Helsinki Ltd.