Resolutions of the Annual General Meeting of Consti Group Plc on 6 April 2020
CONSTI GROUP PLC STOCK EXCHANGE RELEASE
6 April 2020 at 4.30 p.m.
Resolutions of the Annual General Meeting of Consti Group Plc on 6 April 2020
The Annual General Meeting of Shareholders of Consti Group Plc held on 6 April 2020 adopted the Financial Statements and discharged the members of the Board of Directors and the company’s CEOs during the financial year from liability for the financial year 1 January – 31 December 2019. The Annual General Meeting approved the remuneration policy for governing bodies.
The Annual General Meeting resolved that a dividend of EUR 0.16 per share for the financial year 2019 is paid. The dividend shall be paid to a shareholder who is registered in the company's register of shareholders, maintained by Euroclear Finland Ltd, on the record date for payment, 8 April 2020. It was resolved that the dividend is paid on 17 April 2020.
The Board of Directors and the Auditor
The Annual General Meeting resolved that the Board of Directors consists of six (6) members. The current members of the Board of Directors, Tapio Hakakari, Erkki Norvio, Petri Rignell, Pekka Salokangas and Anne Westersund were re-elected and Johan Westermarck was elected as a new member to the Board of Directors for the following term of office.
Authorised Public Accounting firm Ernst & Young Ltd was elected as the Auditor of the company and Toni Halonen, Authorised Public Accountant will act as the Responsible Auditor.
It was resolved that the annual remuneration of the Board Members is paid as follows: the Chairman of the Board of Directors is paid EUR 36,000 and members of the Board of Directors are each paid EUR 24,000. It was also resolved that a EUR 500 fee per member per meeting is paid for Board meetings. It was resolved that the travel expenses incurred from participating in the meetings of the Board of Directors are compensated against an invoice. It was resolved that the Auditor is paid a remuneration according to a reasonable invoice approved by the company.
Amendment of the Articles of Association
The Annual General Meeting resolved to amend 1§ of the Articles of Association to read as follows:
1§
The Company’s business name is Consti Oyj and in English Consti Plc. The Company is domiciled in Helsinki.
Authorisation of the Board of Directors to decide on the acquisition of the company’s own shares as well as on the issuance of shares and the transfer of special rights entitling to shares
The Board of Directors was authorised to decide on the acquisition of a maximum of 580,000 own shares in one or more tranches by using the unrestricted shareholders' equity. Own shares may be acquired at a price formed on the date of purchase in public trading or at a price formed otherwise on the market. The acquisition of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed acquisition). Shares may be acquired e.g. for the purpose of the company’s share-based incentive systems. The Board of Directors is authorised to decide on how own shares are acquired and on all other matters regarding the acquisition of own shares.
The authorisation replaces the authorisation granted to the Board of Directors by the Annual General Meeting of 2 April 2019 regarding acquisition of own shares. The authorisation is valid until the following Annual General Meeting, however not longer than until 30 June 2021.
The Board of Directors was authorised to decide on the issuance of shares and on the transfer of special rights entitling to shares referred to in chapter 10, section 1 of the Limited Liability Companies Act, in one or several tranches, either against or without consideration. The number of shares to be issued, including shares transferred under special rights, may not exceed 780,000 shares. The Board of the Directors may decide to issue either new shares or to transfer treasury shares held by the company.
The Board of Directors is authorised to decide on all terms of the share issue and transfer of special rights entitling to shares, including the right to deviate from the shareholders' pre-emptive right. The authorisation is used e.g. for the company’s share-based incentive systems or for other as decided by the Board of Directors. The Board of Directors is authorised to decide on all other matters related to the issuance of new shares and the transfer of special rights entitling to shares.
The authorisation replaces the authorisation granted to the Board of Directors by the Annual General Meeting of 2 April 2019 regarding the right to decide on the share issue and the transfer of special rights entitling to shares. The authorisation is valid until the following Annual General Meeting, however not longer than until 30 June 2021.
The minutes of the General Meeting will be available on the website of Consti Group Plc at www.investor.consti.fi as of 20 April 2020, at the latest.
Consti Group Plc
Esa Korkeela, CEO
Additional information:
Esa Korkeela, CEO, Consti Group Plc, Tel. +358 40 730 8568
Distribution:
Nasdaq Helsinki Ltd.
Major media
www.consti.fi
Consti is a leading Finnish company concentrating on renovation and technical services. Consti offers comprehensive renovation and building technology services to housing companies, corporations, investors and the public sector in Finland’s growth centres. Company has four business areas: Housing Companies, Corporations, Public Sector and Building Technology. In 2019, Consti Group’s net sales amounted to 315 million euro. It employs approximately 1000 professionals in renovation construction and building technology.
Consti Group Plc is listed on Nasdaq Helsinki. The trading code is CONSTI. www.consti.fi