Decisions of Silmäasema Oyj’s Annual General Meeting and the decisions of the organisation meeting of the Board of Directors
Silmäasema Oyj
Stock Exchange Release
10 April 2019 at 4.20 p.m.
The Annual General Meeting (AGM) of Silmäasema Oyj held today on 10 April 2019 approved the annual and group accounts for the financial year 2018, discharged the members of the Board of Directors and CEOs from liability, and approved all proposals made by the Board of Directors and the Shareholder’s Nomination Board to the AGM.
Distribution of dividend
The Annual General Meeting resolved that a dividend of EUR 0.10 per share be distributed for the financial year 1 January - 31 December 2018.
The dividend will be paid on 23 April 2019 to shareholders registered in the company's shareholders' register held by Euroclear Finland Ltd on the dividend record date of 12 April 2019.
Remuneration of the members of the Board of Directors
The AGM decided to keep the remuneration of the members of the Board of Directors unchanged. The Chairman of the Board is paid annual remuneration of EUR 40,000 and the Vice Chairman and Board Members EUR 22,000. Further, it was confirmed that the meeting fee per Audit Committee meeting will be EUR 400.
Composition of the Board of Directors
The AGM confirmed that the Board of Directors shall consist of six (6) members for the term expiring at the close of the Annual General Meeting 2020. Jukka Hienonen, Tuomas Lang, Maisa Romanainen, Torsti Sihvola and Kaisa Vikkula were re-elected and Martti Kiuru was elected as a new member to the Board of Directors. Further, the AGM elected Jukka Hienonen as the Chairman of the Board of Directors and Kaisa Vikkula as the Vice Chairman.
Election of auditor and their remuneration
The AGM confirmed that the audit company KPMG Oy Ab be re-elected as the auditor. KPMG Oy Ab has informed the company that APA Virpi Halonen will continue as the principal auditor. The remuneration for the auditor was decided to be paid on the basis of a reasonable invoice approved by the company.
Authorising the Board of Directors to decide on the purchase of the company’s own shares
The AGM authorised the Board of Directors to resolve on the acquisition of the company's own shares in one or several instalments using funds belonging to the unrestricted equity of the company, such that the maximum quantity of shares purchased would be 1,400,000 shares, which equates to approximately ten (10) per cent of all the shares in the company. The shares shall be acquired through public trading organised by Nasdaq Helsinki Oy in accordance with its rules or using other methods. The consideration paid for the acquired shares should be based on the market price.
The authorisation shall also entitle the Board of Directors to resolve on an acquisition of shares otherwise than in proportion to the shares owned by the shareholders (directed purchase). In such event, there must exist weighty financial reasons for the company for the purchase of its own shares. Shares may be acquired to implement arrangements linked to the company's business operations, to implement the company's share-based incentive programmes or to be otherwise transferred or be cancelled. The acquired shares can also be held by the company itself.
The Board of Directors is authorised to resolve on all other conditions and matters pertaining to the acquisition of its own shares. The acquisition of the company's own shares will reduce the unrestricted equity of the company.
The authorisation is in force until the next Annual General Meeting. The authorisation replaces the company's previous authorisations regarding the purchase of company's own shares.
Authorising the Board of Directors to decide on a share issue, on the issuance of options and other special rights entitling to shares, as well as the conveying of own shares
The AGM authorised the Board of Directors to decide on the issue of a maximum of 2,000,000 shares through a share issue or by granting option rights or other special rights entitling to shares in one or several instalments, which equates to approximately fourteen (14) per cent of all the shares in the company. The authorisation shall include the right to issue either new shares or the company's own shares held by the company either against payment or without consideration. Contrary to the shareholder's pre-emptive rights, new shares may be issued through a directed issue if there exists a weighty financial reason for the company to implement such directed share issue or, in the case of an issue without consideration, an especially weighty financial reason for it both for the company and with regard to the interests of all shareholders. The Board of Directors is authorised to resolve on all other terms and matters pertaining to the share issue, the issuance of options and to the granting of special rights entitling to shares, and to the disposal of shares.
The authorisation may be used, inter alia, to develop the capital structure, to expand the ownership base, for the payment of consideration in transactions, when acquiring assets linked to the operations of the company or to implement incentive programmes.
The authorisation is proposed to remain in force until the next Annual General Meeting. The authorisation shall replace the previous authorisations regarding share issue and option right.
Minutes of the AGM
The minutes of the AGM will be available on the Company’s website https://company.silmaasema.fi/en/corporate-governance/annual-general-meeting/agm-2019 latest on 24 April 2019.
Composition of the Audit Committee
At the meeting held after the Annual General Meeting, Silmäasema’s Board of Directors elected, from among its members, to the Audit Committee Kaisa Vikkula as the Chairman and Jukka Hienonen and Martti Kiuru as members.
Composition of the Remuneration Committee
At the meeting held after the Annual General Meeting, Silmäasema’s Board of Directors has also decided to establish Remuneration Committee. Jukka Hienonen was elected as the Chairman of the Remuneration Committee and Maisa Romanainen and Tuomas Lang as the members.
SILMÄASEMA OYJ
Jussi Salminen
CEO
Additional information
Jussi Salminen, CEO, tel. +358 40 834 5818
Mikko Merisaari, Acting Head of Communications & Investor Relations, tel. +358 50 521 4055
SILMÄASEMA OYJ
Silmäasema is a Finnish company, which offers all products and services for optical retail and eye healthcare nationwide. Silmäasema is the largest private eye clinic provider offering eye surgeries and the second largest optical retail chain in Finland. The Silmäasema chain has over 150 stores and 14 eye clinics in Finland as well as ten stores in Estonia. The Silmäasema chain employs close to 1,000 eye healthcare professionals. Silmäasema's Group net sales were EUR 122.9 million in 2018 and adjusted EBITDA was EUR 11.8 million.