Decisions taken by Asiakastieto Group Plc’s Annual General Meeting and Board of Directors
ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE 12 JUNE 2020, 3:00 P.M. EEST
Decisions taken by Asiakastieto Group Plc’s Annual General Meeting and Board of Directors
The Annual General Meeting of Asiakastieto Group Plc was held today at the headquarters of the company in Helsinki, Finland under special arrangements due to the Covid-19 pandemic. 68 shareholders representing 15,547,770 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, the company’s CEO and deputy CEO from liability for the financial year 2019 and adopted the remuneration policy.
The Annual General Meeting approved the Board of Directors’ proposal to distribute funds of EUR 0.61 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 16 June 2020. The equity repayment will be paid on 25 June 2020.
In addition, the Annual General Meeting authorised the Board of Directors, at its discretion, to resolve on the distribution of funds to shareholders as equity repayment from the reserve for invested unrestricted shareholders’ equity of the company up to a maximum of EUR 0.34 per share. Funds would be distributed at a later stage when it is possible to make a more reliable estimate on the impacts of the COVID-19 pandemic on Asiakastieto Group Plc’s business and liquidity. The authorisation is in effect until the start of the subsequent Annual General Meeting, however not past 30 June 2021. The Board of Directors may also decide not to use this authorisation. The authorisation includes the right for the Board of Directors to decide on all other terms and conditions related to the equity repayment. The Company will publish possible resolutions of the Board of Directors on equity repayments and confirm the record and payment dates of the equity repayments in connection with such resolutions. The equity repayments paid based on the authorisation shall be paid to shareholders who on the payment record date of the equity repayment in question are recorded in the Company’s shareholders’ register maintained by Euroclear Finland Ltd.
The Annual General Meeting resolved to amend the articles of association of the company regarding the trade name and matters to be resolved at the Annual General Meeting as described below. The Annual General Meeting resolved to amend the trade name of the company to be Enento Group Oyj. The amendment of the articles of association will come into force upon registration in the trade register, on or around 15 June 2020 as assessed by the company.
DECISIONS TAKEN BY ASIAKASTIETO GROUP PLC’S 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 Petri Carpén, Patrick Lapveteläinen, Carl-Magnus Månsson, Martin Johansson and Tiina Kuusisto were re-elected as members of the Board of Directors. Minna Parhiala 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 51,000 annually and that the members of the Board of Directors be remunerated EUR 36,000 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 the Articles of Association
The Annual General Meeting resolved to amend the article regarding the trade name of the company as follows:
1 Trade name
The trade name of the company is Enento Group Oyj. The trade name in English is Enento Group Plc.
Additionally, the Annual General Meeting resolved to amend the article on the Annual General Meeting so that the Annual General Meeting shall also resolve, in addition to the items currently listed in article 13 of the Articles of Association, on the adoption of the remuneration policy, when necessary (amended article 13, second paragraph, new sub-item 6), and on the adoption of the remuneration report (amended article 13, second paragraph, new sub-item 7), and that the numbering of current sub-items 6-9 of article 13 be changed accordingly due to the above-mentioned amendments. The amended article reads as follows:
13 Annual General Meeting
At the Annual General Meeting the following
shall be presented
1. the financial statements and consolidated financial statements, and
2. the Auditor’s Report;
shall be decided upon
3. adoption of financial statements, which encompasses the adoption of the consolidated financial statements,
4. the use of the profit shown on the balance sheet,
5. discharge of the members of the Board of Directors and the Managing Director from liability,
6. adoption of the remuneration policy, when necessary,
7. adoption of the remuneration report,
8. the number of members of the Board of Directors, and
9. the remuneration of the members of the Board of Directors and the auditor; as well as
shall be elected
10. the members of the Board of Directors and
11. the auditor.
Authorising 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 authorisation 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 authorisation 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 authorised 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 authorisation is effective for 18 months from the close of the Annual General Meeting, i.e. until 12 December 2021. The authorisation will revoke the share issue authorisation granted to the Board of Directors by the Annual General Meeting on 28 March 2019.
Authorising 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 authorisation is effective for 18 months from the close of the Annual General Meeting, i.e. until 12 December 2021. The authorisation will revoke the authorisation to repurchase the company’s shares granted to the Board of Directors by the Annual General Meeting on 28 March 2019.
The minutes of the meeting will be available on Asiakastieto Group’s Investors site at investors.asiakastieto.fi at the latest on 26 June 2020.
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.
Helsinki, 12 June 2020
ASIAKASTIETO GROUP PLC
The Board of Directors
For further information:
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Nasdaq Helsinki Ltd
Asiakastieto Group is one of the leading providers of digital business and consumer information services in the Nordic countries. The Group’s products and services are primarily used for risk management, finance and administration, decision-making and sales and marketing purposes. We are operating in Finland under the brand Suomen Asiakastieto and in Sweden under the brand UC. Our pro forma annual net sales for 2018 was EUR 134 million and the number of employees was approximately 450. The Group serves several industries, the largest ones including finance and banking as well as wholesale and retail sectors and expert service companies. Asiakastieto Group is listed on Nasdaq Helsinki with the ticker ATG1V. More information about Asiakastieto Group is available at www.asiakastieto.fi and www.uc.se.