PKC Group Plc Company Announcement 6 April 2016 3.15 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 6 April 2016 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 2015. The General Meeting also resolved on the election and remuneration of the Board of Directors and the Auditor, on the authorisation to the Board of Directors to decide on repurchase of own shares as well as on the establishment of a shareholders’ nomination board 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 2016 are registered as shareholders in the Company's shareholders' register maintained by Euroclear Finland Ltd. The payment date is 15 April 2016.
Discharge from liability
The Board members and the CEO were discharged from liability for 2015.
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 and Matti Ruotsala as Board members and elect Henrik Lange as new member.
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 1,200,000 shares in the Company by using funds in the unrestricted shareholders' equity. The number of shares corresponds to about 5 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 2017.
Establishment of a shareholders’ nomination board
The Annual General Meeting resolved, in accordance with Board’s proposal, to establish a permanent Shareholders’ Nomination Board with the task of preparing the proposals concerning the election and remuneration of the members of the Board of Directors and to adopt the Charter of the Share-holders’ Nomination Board.
According to the proposal, the Nomination Board shall consist of representatives of the three largest shareholders and the Chairman of the Board of Directors, acting as an expert member. The Nomination Board shall annually submit its proposals to the Board of Directors at the latest on 31 January preceding the Annual General Meeting.
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 Henrik Lange as members. Due to the establishment of shareholders’ nomination board, the Board decided to change Nomination and Remuneration Committee’s name into Remuneration Committee and approved new Charter of the Remuneration Committee. The Board elected Matti Ruotsala as chairman of the 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 20 April 2016 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, rolling stock manufacturers 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 2015 totalled EUR 908.0 million. PKC Group Plc is listed on Nasdaq Helsinki.