PKC Group Plc Company Announcement 1 April 2015 3.00 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 1 April 2015 adopted the financial statements and resolved to pay a dividend of EUR 0.70 per share. The Board members and the CEO were discharged from liability for 2014. 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 repurchase of own shares 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 7 April 2015 are registered as shareholders in the Company's shareholders' register maintained by Euroclear Finland Ltd. The payment date is 14 April 2015.
Discharge from liability
The Board members and the CEO were discharged from liability for 2014.
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 Reinhard Buhl, Wolfgang Diez, Shemaya Levy, Mingming Liu, Robert Remenar, Matti Ruotsala and Jyrki Tähtinen as 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 the repurchase of own shares
The Annual General Meeting resolved, in accordance with Board’s proposal, to authorize the Board of Directors to resolve to repurchase a maximum of 530,000 shares in the Company by using funds in the unrestricted shareholders' equity. The number of shares corresponds 2.2 per cent of all shares of the Company.
The price paid for the shares repurchased shall be based on the market price of the Company´s shares in public trading. The minimum price to be paid would be the lowest market price of the share quoted in public trading during the authorization period and the maximum price the highest market price quoted during the authorization period.
Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The authorization is used for purposes determined by the Board of Directors, among other things, for the Company's incentive plans. The authorization is effective until next Annual General Meeting of Shareholders, however, at most until 30 September 2016.
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 15 April 2015 at the latest.
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 Helsinki
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, Lithuania, Mexico, Poland, Russia, Serbia and the USA. The Group's revenue in 2014 totalled EUR 829.2 million. PKC Group Plc is listed on Nasdaq Helsinki.