ENENTO GROUP PLC, STOCK EXCHANGE RELEASE 28 MARCH 2023, 3:00 P.M. EEST
Decisions taken by Enento Group Plc’s Annual General Meeting and Board of Directors
The Annual General Meeting of Enento Group Plc was held today at the headquarters of the company in Helsinki. 100 shareholders representing 20 007 462 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 2022 and resolved to approve the Remuneration report for governing bodies.
The Annual General Meeting approved the Board of Directors’ proposal to distribute funds of EUR 1.00 per share as an equity repayment from the reserve for invested unrestricted shareholders’ equity of the company. The equity repayment 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 30 March 2023. The equity repayment will be paid on 11 April 2023.
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 six members.
In accordance with the proposal of the Shareholders’ Nomination Board, Erik Forsberg, Patrick Lapveteläinen, Martin Johansson, Tiina Kuusisto and Minna Parhiala were re-elected as members of the Board of Directors. Nora Kerppola 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 54,000 annually and that the members of the Board of Directors be remunerated EUR 38,500 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 Martin Grandell 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 article 11 of the Articles of Association
The Annual General Meeting resolved to amend article 11 of the Articles of Association to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the Company’s domicile of Helsinki.
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 a directed issuance of shares in the company. The authorization is proposed to 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 in which case a weighty financial reason for issuing shares and for a possible directed issuance of shares.
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 28 September 2024. The authorization will revoke the share issue authorization granted to the Board of Directors by the Annual General Meeting on 28 March 2022.
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 example, 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 plan or to be otherwise transferred further, retained by the Company as treasury shares, or cancelled.
In accordance with the resolution of the Board of Directors, the shares could also be repurchased otherwise than in proposition to the existing shareholdings of the company as directed repurchases at 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 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 28 September 2024. 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 2022.
The minutes of the meeting will be available on Enento Group’s Investors site at enento.com/investors at the latest on 11 April 2023.
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, 28 March 2023
ENENTO GROUP PLC
The Board of Directors
For further information:
Tel. +358 10 270 7403
Tel. +46 72 141 00 00
Enento Group is a Nordic knowledge company powering society with intelligence since 1905. We collect and transform data into intelligence and knowledge used in interactions between people, businesses, and societies. Our digital services, data and information empower companies and consumers in their daily digital decision processes, as well as financial processes and sales and marketing processes. Approximately 447 people are working for Enento Group in Finland, Norway, Sweden, and Denmark. The Group’s net sales for 2022 was 167.5 MEUR. Enento Group is listed on Nasdaq Helsinki with the trading code ENENTO.