eQ PLC STOCK EXCHANGE RELEASE
25 March 2015, at 8.00 p.m.
DECISIONS ADOPTED BY eQ PLC'S ANNUAL GENERAL MEETING
eQ Plc’s annual general meeting, held on Wednesday 25 March 2015 in Helsinki (“AGM”), decided upon the following:
Confirmation of the financial statements
eQ Plc’s AGM confirmed the financial statement of the company, which included the group financial statements, the report by the Board of Directors and the auditor’s report for the financial year 2014.
Decision in respect of the result shown on the balance sheet and distribution of the assets from the invested unrestricted equity fund
The AGM confirmed the proposal by the Board of Directors that a dividend of EUR 0.20 per share and a return of capital of EUR 0.30 per share be paid. The dividend and return of capital shall be paid to shareholders who on the record date for the payment, 27 March 2015, are recorded in the shareholders register held by Euroclear Finland Ltd. The dividend and return of capital shall be paid on 8 April 2015.
Discharge from liability to the Board of Directors and Managing Director
The AGM decided to grant discharge from liability to the Board of Directors and the Managing Director.
The number of Board members, appointment of Board members and the remuneration of the members of the Board
According to the decision of the AGM, five Board members, being Nicolas Berner, Christina Dahlblom, Georg Ehrnrooth and Jussi Seppälä were re-elected and Annika Poutianen was elected as a new member to the Board of Directors. The term of office of the Board members ends at the close of the next Annual General Meeting. The AGM decided that the members of the Board would receive remuneration as follows: the chairman of the Board will receive 3,300 Euros and the Board members will receive 1,800 Euros per month. In addition, a compensation of 300 euros per meeting will be paid for all the Board members for each attended Board meeting and travel and lodging costs will be compensated in accordance with the company’s expense policy. The Board appointed Georg Ehrnrooth as chairman of the Board in its meeting held immediately after the AGM.
Auditors and auditors’ compensation
The AGM decided to elect Authorised Public Accountants KPMG Oy Ab as auditor of the company. The auditor with main responsibility, named by KPMG Oy Ab is Raija-Leena Hankonen, APA. It was decided to compensate the auditor according to the auditor's invoice approved by the eQ Plc.
Authorising the Board of Directors to decide on the repurchase of the Company’s own shares
The AGM authorised the Board of Directors to decide on the repurchase of Company’s own shares in one or more transactions with the following terms: the Board of Directors is authorised to decide on the repurchase of no more than 1,000,000 Company’s own shares, which corresponds to approximately 2.72 per cent of all shares in the Company. Shares will be repurchased with assets from the Company’s unrestricted equity, which means that any such repurchase will reduce the distributable funds of the Company. Shares may be repurchased otherwise than in proportion to the shareholdings of the shareholders with assets from the company’s unrestricted equity at the market price of the shares in public trading on the NASDAQ OMX Helsinki as per the time of purchase or at a price lower than that.
Own shares may be repurchased in order to develop the Company's capital structure, to finance or carry out acquisitions, or other business transactions, or to use the shares as part of the Company's incentive schemes. The repurchased shares may be held for reissue, canceled or transferred further.
The Board of Directors decides on all other matters related to the repurchase of own shares.
The authorisation cancels all previous authorisations to decide on the repurchase of the Company’s own shares and is effective until the next Annual General Meeting, however no more than 18 months.
Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The AGM authorised the Board of Directors to decide on a share issue or share issues and/or the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act, comprising a maximum total of 5,000,000 new shares. The amount of the authorisation corresponds to approximately 13.61 per cent of all shares in the Company.
The authorisation is to be used in order to finance or carry out potential acquisitions or other business transactions, to strengthen the balance sheet and the financial position of the Company, to fulfill Company’s incentive schemes or to any other purposes decided by the Board. Based on the authorization, the Board decides on all other matters related to the issuance of shares and special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act, including the recipients of the shares or the special rights entitling to shares and the amount of the consideration to be paid. Therefore, based on the authorisation, shares or special rights entitling to shares may also be issued directed i.e. in deviation of the shareholders pre-emptive rights as described in the Companies Act. A share issue may also be executed without payment in accordance with the preconditions set out in the Companies Act.
The authorisation cancels all previous authorisations to decide on the issuance of shares as well as the issuance of special rights entitling to shares and is effective until the next Annual General Meeting, however no more than 18 months.
Helsinki, 25 March 2015
eQ Plc
BOARD OF DIRECTORS
Additional information: Janne Larma, CEO, tel. +358 9 6817 8920
Distribution: NASDAQ Helsinki, www.eQ.fi
eQ Group is a Finnish group of companies specialising in asset management and corporate finance business. eQ Asset Management offers a wide range of asset management services (including private equity funds and real estate asset management) for institutions and individuals. The assets management by the Group total approximately EUR 7.5 billion. Advium Corporate Finance, which is part of the Group, offers services related to mergers and acquisitions, real estate transactions and equity capital markets.
More information about the Group is available on our website at www.eQ.fi.