Decisions of the Annual General Meeting of Affecto Plc on 7 April 2017


Affecto Plc – Stock Exchange Release, 7 April 2017 at 15:30, Helsinki

Decisions of the Annual General Meeting of Affecto Plc on 7 April 2017

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 2016.

DIVIDEND

The meeting approved the Board of Directors’ proposal to pay a dividend of EUR 0.16 per share. The dividend is paid on 20 April 2017 to shareholders entered into the Shareholder Register maintained by Euroclear Finland Ltd on the record date 11 April 2017.

BOARD OF DIRECTORS AND AUDITOR

The Annual General Meeting decided that the Board of Directors shall have six members. Aaro Cantell, Magdalena Persson, Olof Sand and Tuija Soanjärvi were re-elected and Mikko Kuitunen and Timo Vaajoensuu were elected to the Board. Magdalena Persson was elected as the Chairperson and Aaro Cantell as the Vice-Chairperson of 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-Chairperson and the Chairperson of the Audit Committee and EUR 4,000 for the Chairperson. A fee of EUR 300 shall be paid for participation in Committee meetings and participation in person in Board meetings that are outside the country of residence of the relevant Board member. The monthly remuneration for the entire term will be paid in August 2017 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 Meeting also approved the charter of the Nomination Board. 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 August 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 2016 and the authorisation shall be valid until the next Annual General Meeting, however, no longer than until 30 June 2018.

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 2016 and the authorisation shall be valid until the next Annual General Meeting, however, no longer than until 30 June 2018.

THE MEETING OF THE BOARD OF DIRECTORS

At its meeting held after the Annual General Meeting, the Board of Directors appointed the following committees and their members:


Audit Committee:
Tuija Soanjärvi, chairperson
Timo Vaajoensuu


People, Nomination and Compensation Committee:
Magdalena Persson, chairperson
Aaro Cantell
Olof Sand


AFFECTO PLC


For additional information, please contact:


Sakari Knuutti
Director, Legal & IR
+ 358 50 562 4077
sakari.knuutti@affecto.com

www.affecto.com