Enento Group Plc | Stock Exchange Release | March 25, 2024 at 15:05:00 EET
The Annual General Meeting of Enento Group Plc was held today at the headquarters of the company in Helsinki. 31 shareholders representing 16,550,241 shares and votes were represented at the meeting. The Annual General Meeting approved the Financial Statements and discharged the members of the Board of Directors and the company’s CEO from liability for the financial year 2023 and resolved to approve the Remuneration Report and Remuneration Policy for Governing Bodies.
The Annual General Meeting approved the Board of Directors’ proposal to distribute funds of EUR 0.50 per share as dividend. The funds will be paid to shareholders who are recorded in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of the payment on 27 March 2024. The dividend will be paid on 5 April 2024.
The Annual General Meeting authorised the Board, at its discretion, to resolve on the distribution of an additional dividend up to a maximum of EUR 0.50 per share.
DECISIONS TAKEN BY ANNUAL GENERAL MEETING
The Board of Directors and the Auditor
In accordance with the proposal of the Shareholders’ Nomination Board, the Annual General Meeting resolved that the Board of Directors will consist of seven members.
In accordance with the proposal of the Shareholders’ Nomination Board, Erik Forsberg, Patrick Lapveteläinen, Martin Johansson, Tiina Kuusisto, Minna Parhiala and Nora Kerppola were re-elected as members of the Board of Directors. Markus Ehrnrooth was elected as a new member of the Board of Directors.
In accordance with the proposal of the Shareholders Nomination Board, the Annual General Meeting resolved that the Chairperson of the Board of Directors be remunerated EUR 55,000 annually and that the members of the Board of Directors be remunerated EUR 39,500 annually. An attendance fee of EUR 500 shall be paid per Board of Directors meeting.
For attending the Board Committee meetings, the Chairpersons of the Committees will be remunerated EUR 500 per meeting and the Committee members shall be remunerated EUR 400 per meeting. The members of the Shareholders’ Nomination Board will not be remunerated. Reasonable travel expenses for attending the meetings will be reimbursed to the members of the Board of Directors and Shareholders’ Nomination Board.
PricewaterhouseCoopers Oy, Authorized Public Accountants firm, was re-elected as the company’s auditor. PricewaterhouseCoopers Oy has notified the company that Authorised Public Accountant Mikko Nieminen would be the auditor-in-charge. The remuneration of the auditor will be paid according to the reasonable invoice approved by the Board of Directors’ Audit Committee.
Amendment of articles 5 and 13 of the Articles of Association
The Annual General Meeting resolved to amend article 5 of the Articles of Association so that the Annual General Meeting of the Company shall for hereon out elect the Chairperson of the Board of Directors. If the Chairperson of the Board of Directors resigns in the middle of their term or is permanently unable to carry out their duties, the Board of Directors may elect a new Chairperson from among its members for the remaining term of office. Additionally, it is proposed to amend certain language in article 5 for clarity.
The Annual General Meeting resolved to amend article 13 of the Articles of Association to reflect the proposed amendments to article 5, so that the Annual General Meeting shall resolve and elect, in addition to the items currently listed in article 13 of the Articles of Association, the Chairperson of the Board of Directors (amended article 13, third paragraph, sub-item 10).
Authorizing the Board of Directors to resolve on the issuance of shares
The Annual General Meeting authorized the Board of Directors to resolve on one or more issuances of shares, which contain the right to issue new shares in the company or to transfer the company’s treasury shares. The authorization covers up to a total of 1,500,000 shares.
The Board of Directors was also authorised to resolve on the issuance of shares in deviation from the shareholders’ pre-emptive rights (directed issue) if there would be a weighty financial reason for such issuance. The authorisation could be used for material arrangements from the Company’s point of view, such as financing or carrying out business arrangements or investments or for other such purposes determined by the Board of Directors.
The Board of Directors was authorized to resolve on all other terms and conditions of the issuance of shares, including the payment period, grounds for the determination of the subscription price and subscription price or issuance of shares without consideration or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorization is effective for 18 months from the close of the Annual General Meeting, i.e., until 25 September 2025. The authorization will revoke the share issue authorization granted to the Board of Directors by the Annual General Meeting on 28 March 2023.
Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
Annual General Meeting authorized the Board of Directors to decide on the repurchase of a maximum of 1,500,000 of the company’s own shares, in one or several instalments.
The shares would be repurchased using the Company’s invested unrestricted shareholders’ equity, and thus, the repurchases will reduce funds available for distribution. The shares could be repurchased for developing the Company’s capital structure, for financing or carrying out potential corporate acquisitions or other business arrangements, to be used as a part of the Company’s remuneration or incentive plans or to be otherwise transferred further, retained by the Company as treasury shares, or cancelled, for example.
In accordance with the resolution of the Board of Directors, the shares may be repurchased either through an offer to all shareholders on equal terms or through other means or otherwise than in proportion to the existing shareholdings of the Company as directed repurchases, if the Board of Directors deems that there are weighty financial reasons for such directed repurchases.
The purchase price per share shall be the market price of the shares quoted on the trading venues where the Company’s shares are traded or at the price otherwise established on the market terms at the time of the repurchase
The Board of Directors shall resolve on all other matters related to the repurchase of the Company’s own shares, including on how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The authorization is effective for 18 months from the close of the Annual General Meeting, i.e., until 25 September 2025. The authorization will revoke the authorization to repurchase the company’s shares granted to the Board of Directors by the Annual General Meeting on 28 March 2023.
Amended Charter of the Shareholders’ Nomination Board
The Annual General Meeting resolved to amend Charter of the Shareholders’ Nomination Board. Pursuant to the proposed amended Charter of the Shareholders’ Nomination Board, the Nomination Board would in the future prepare and present to the Annual General Meeting a proposal on the Chairperson of the Board of Directors. Additionally, some amendments of technical nature are proposed to be made to the Charter of the Shareholders’ Nomination Board.
Minutes of the meeting
The minutes of the meeting will be available on Enento Group’s Investors site at enento.com/investors at the latest on 8 April 2024.
DECISIONS BY THE BOARD OF DIRECTORS
The organizational meeting of the Board of Directors elected among its members Patrick Lapveteläinen as Chairperson of the Board of Directors.
The Board of Directors has in its organizational meeting evaluated the independence of the Directors in accordance with the Finnish Corporate Governance Code. The Board noted that all members of the Board are independent of the Company and all except Patrick Lapveteläinen and Martin Johansson are independent of the significant shareholders. The Board of Directors noted that the Company is in compliance with recommendation 10 of the Corporate Governance Code.
The Board elected Nora Kerppola, Martin Johansson, and Erik Forsberg as Members of Audit Committee. The Board elected Erik Forsberg as Chairperson of Audit Committee.
Helsinki, 25 March 2024
ENENTO GROUP PLC
The Board of Directors
For further information:
Juuso Jokela
Legal Counsel
Tel. +358 10 270 7403