Affecto Plc – Stock Exchange Release, 8 April 2016 at 16:00, Helsinki
Decisions of the Annual General Meeting of Affecto Plc on 8 April 2016
The Annual General Meeting of Affecto Plc adopted the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2015.
DIVIDEND
The meeting approved the Board of Directors’ proposal to pay a dividend of EUR 0.16 per share. The dividend is paid on 19 April 2016 to shareholders entered into the Shareholder Register maintained by Euroclear Finland Ltd on the record date 12 April 2016.
BOARD OF DIRECTORS AND AUDITOR
The Annual General Meeting decided that the Board of Directors shall have six members. Aaro Cantell, Magdalena Persson, Jukka Ruuska, Olof Sand, Tuija Soanjärvi and Lars Wahlström were re-elected to the Board.
The Meeting decided that the monthly fees of the members of the Board of Directors shall be as follows: EUR 2,000 for the members, EUR 2,750 for the Vice-Chairman and EUR 3,500 for the Chairman. A fee of EUR 300 shall be paid for participation in Committee meetings. The monthly remuneration for the entire term will be paid in August 2016 so that 60 % of the remuneration will be paid in cash and 40 % will be paid in the company's shares.
The Authorised Public Accountants Ernst & Young Oy was re-elected as the auditor of the company, Mikko Järventausta, APA, as the auditor in charge.
SHAREHOLDERS’ NOMINATION BOARD
The Meeting approved the Board's proposal for appointing a Shareholders’ Nomination Board to prepare proposals concerning members of the Board of Directors and their remunerations for the following Annual General Meeting. The Shareholders’ Nomination Board will consist of the representatives of the three largest registered shareholders and the Chairman of the Board of Directors, acting as an expert member, if he/she is not appointed representative of a shareholder. The members representing the shareholders will be appointed by the three shareholders whose ownership of the shares in the company is largest on 31 October preceding the Annual General Meeting.
AUTHORISATIONS OF THE BOARD OF DIRECTORS
The Board of Directors was authorised to decide upon the issuing of new shares and upon the conveying of the company's own shares held by the company in one or more tranches. The share issue may be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors. The authorisation includes the right to decide upon a share issue for no consideration to the company itself and to deviate from the shareholders' pre-emptive subscription right. A maximum of 4,200,000 shares may be issued, of which a maximum of 2,100,000 can be treasury shares. The authorisation replaces the authorisation resolved on by the Annual General Meeting on 8 April 2015 and the authorisation shall be valid until the next Annual General Meeting, however, no longer than until 30 June 2017.
The Board of Directors was authorised to resolve to repurchase a maximum of 2,100,000 shares. The authorisation replaces the authorisation resolved on by the Annual General Meeting on 8 April 2015 and the authorisation shall be valid until the next Annual General Meeting, however, no longer than until 30 June 2017.
THE MEETING OF THE BOARD OF DIRECTORS
At its meeting held after the Annual General Meeting, the Board of Directors elected from among its members Aaro Cantell as its Chairman and Olof Sand as Vice-Chairman.
The Board Committees and their composition are as follows:
Audit Committee:
Tuija Soanjärvi, chairman
Lars Wahlström
Jukka Ruuska
People, Nomination and Compensation Committee:
Magdalena Persson, chairman
Aaro Cantell
Olof Sand
AFFECTO PLC
Board of Directors
For additional information, please contact:
Aaro Cantell
Chairman of the Board
+ 358 400 706 072
chairman@affecto.com
Sakari Knuutti
Director, Legal & IR
+ 358 50 562 4077
sakari.knuutti@affecto.com
www.affecto.com