BOREO PLC Stock exchange release 19 April at 18:00 EET
Decisions taken by Boreo Plc’s Annual General Meeting and the organizing meeting of Board of Directors on 19 April 2023
The General Meeting of Boreo Plc was held on 19 April 2023 at the company’s headquarter at Ansatie 5, Vantaa.
23 shareholders representing 2,113,024 shares and votes (approximately 78.22 per cent of all the company’s shares) were represented at the General Meeting.
The General Meeting took the following decisions:
Adoption of the Financial Statement
The General Meeting adopted Boreo Plc’s and group’s financial statement for financial year 1 January 2022 – 31 December 2022.
Use of the profit shown on the balance sheet and the payment of dividend
The General Meeting resolved based on the board’s proposal to pay a dividend of EUR 0.22 per share for the financial year 2022. The dividend shall be paid to a shareholder who on the record date of the payment, 21 April 2023 is registered as a shareholder in the shareholders’ register of the company maintained by Euroclear Finland Oy. The dividend shall be paid on 4 May 2023.
The General Meeting resolved to authorize the Board of Directors to decide on a distribution of second dividend in the maximum amount of EUR 0.22 per share later during the year 2023. The Board of Directors shall resolve on the possible payment separately and shall confirm the record and payment dates.
Resolution on the discharge of the members of the Board of Directors and the CEO from liability
The members of the Board of Directors and the CEO were discharged from liability for the financial year 2022.
Presentation of the Remuneration Report
The General Meeting resolved to approve the company’s remuneration report. The resolution on remuneration report is advisory.
Resolution on the number of members of the Board of Directors and the remuneration of the Board members of the Board of Directors
The General Meeting resolved that the number of members of the Board of Directors shall be six (6).
The General Meeting resolved that the monthly fee payable to the Chair of the Board of Directors is EUR 4,000 and the monthly fee for the ordinary members of the Board of Directors is EUR 2,000. The General Meeting resolved that for the Chair of the Audit Committee a monthly fee of EUR 1,000 shall be paid in addition to the board fee and for the Chair of the Nomination and Remuneration Committee a monthly fee of EUR 500 shall be paid in addition to the board fee. The General Meeting further resolved that for participation in meetings of the Board of Directors and Committees of the Board of Directors, a fee of EUR 500 per each meeting shall be paid. It was resolved that 40 % of the total amount of the board fees payable to the ordinary members of the Board by the next annual general meeting shall be paid by company’s own shares and 60 % of the total amount of the fees payable shall be paid in cash. No share compensation shall be paid to the indirect majority shareholder of the company because it is not in the company’s interest to add the shareholding of the indirect majority shareholder by means of board fees.
Election of the members of the Board of Directors
The General Meeting re-elected Simon Hallqvist, Ralf Holmlund, Jouni Grönroos, Camilla Grönholm and Michaela von Wendt as members of the Board of Directors and Noora Neilimo-Kontio was elected as a new member of the Board of Directors.
Resolution on the remuneration of the Auditor
The General Meeting resolved to pay the remuneration to the auditor elected against the auditor’s reasonable invoice.
Election of the Auditor
The General Meeting resolved to elect Moore Idman Oy as the auditor of the company APA Jari Paloniemi as the auditor with principal responsibility.
Amendment of the Articles of Association
The General Meeting resolved to amend the Articles of Association to enable holding a general meeting in Helsinki or Espoo in addition to the company’s domicile or entirely without a meeting venue as a so-called remote meeting. In its amended form, the Article 9 § of the Articles of Association shall read as follows (unofficial translation from the Finnish wording):
9. The notice of a General Meeting and other notices to the shareholders shall be delivered by publishing the notice of meeting as stock exchange release no more than three (3) months and no less than three (3) weeks prior to the General Meeting, however, always at least nine (9) days prior to the record date of the General Meeting. To use their right to attend to the General Meeting the shareholders shall register for the meeting by the date notified in the notice to the general meeting. The registration date may be earliest ten (10) days before the general meeting.
The General Meeting shall be held in Vantaa, Helsinki or Espoo. In addition, the Board of Directors may decide that the General Meeting is held without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.
The Articles of Association shall remain unchanged in other respects.
Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and special rights entitling to shares and transfer of company’s own shares
The General Meeting resolved to authorize the Board of Directors to decide on one or several issuances of shares, stock options and related special rights entitling to the company’s shares in accordance with Chapter 10 Section 1 of the Finnish Companies Act as follows:
The number of the shares issued based on the authorization shall be maximum 540,000 shares equalling approximately 20 percent of the company’s all shares at the date of the notice to the General Meeting.
The authorization includes a right to decide an issuance of either new or the company’s own shares with or without payment. New shares and option and special rights entitling to the company’s shares or transfer of company’s own shares may be carried out in deviation from the shareholders' pre-emptive rights if there are weighty financial reasons on the company’s part or in case of a share issue without a payment if there are especially weighty reasons both on the part of the company and the interest of all shareholders. The Board of Directors is authorized to decide on all terms and conditions concerning the issuance of shares and the related special rights and transferring of the company’s own shares.
The share issuance authorization may be used among other reasons for commitment of the personnel, carrying out share-based incentive programmes, development of the business and the capital structure, expanding the shareholding, implementation of the share purchase and business asset deals, or financing of acquiring assets for company’s business or other projects. The authorization concerning granting of stock options and special rights entitling to company’s shares may be used for the same purposes as the share issuance authorization save the commitment of the personnel and implementation of share-based incentive programmes.
The authorization is effective until the end of the next annual general meeting, however no longer than until 30 June 2024.
The authorization shall not have an effect on any earlier decisions or authorizations regarding share issues, option or other special rights to shares.
Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The General Meeting resolved to authorise the Board of Directors to decide on one or several repurchase of the company’s own shares with the company’s unrestricted equity as follows:
The number of own shares to be repurchased based on the authorization shall not exceed 270,000 shares in total, which corresponds to approximately 10 per cent of all the shares in the company at the date of the notice to General Meeting. The resolution on repurchasing of company’s own shares shall not be made in a manner that the company would possess more than ten per cent of all shares in the company. Own shares may be repurchased on the basis of the authorization in order to develop the company’s capital structure, finance or carry out acquisitions, carry out share-based incentive programs, payment of the board fees or otherwise to transfer or to cancel the shares.
The minimum share purchase price to be paid for the shares may be the lowest public trading price and the highest share purchase price may the highest public trading price of the company’s share during the validation of this authorization.
Own shares can be repurchased in deviation from the shareholders' pre-emptive rights if there are weighty financial reasons on the company’s part.
The authorization is effective until the end of the next annual general meeting, however no longer than until 30 June 2024.
Decisions of the Board of Directors
The Board of Directors elected in its first meeting after the General Meeting Simon Hallqvist as the Chair of the Board. The Board of Directors elected also members to its Committees. Jouni Grönroos (the Chair), Noora Neilimo-Kontio and Ralf Holmlund were elected as the members of the Audit Committee. Camilla Grönholm (the Chair), Simon Hallqvist and Michaela von Wendt were elected as the members of the Nomination and Remuneration Committee.
Minutes of the General Meeting
The minutes of the General Meeting will be available on company's website
www.boreo.com/en/investors/corporate_governance/annual_general_meeting_2023 latest on 3 May 2023.
In Vantaa, 19 April 2023
Boreo Plc
Kari Nerg
CEO
Distribution:
NASDAQ Helsinki Ltd
FIN-FSA
Principal media
www.boreo.com
Further information:
CEO Kari Nerg
+358 44 341 8514
Boreo in brief:
Boreo is a company listed on Nasdaq Helsinki that creates value by owning, acquiring and developing small and medium sized companies in Northern Europe. Boreo's business operations are organized into three business areas: Electronics, Technical Trade and Heavy Machines.
Boreo’s main objective is to create shareholder value in the long-term. It aims to achieve this with an acquisition-driven strategy, creating optimal conditions for its businesses to increase sales and improve profitability, and by being a best-in-class home for its companies and personnel.
The Group's net sales in 2022 were EUR 160 million and it employs over 300 people in seven countries. The company’s headquarter is in Vantaa.
