Purmo Group Plc’s Annual General Meeting was held today, Tuesday
The Annual General Meeting approved the financial statements, adopted the proposed Remuneration Report, and discharged the members of the Board of Directors and the company’s CEO from liability for the financial year 2023. All current Board members were re-elected for the following term of office.
The minutes of the meeting will be published on the Company website by
Resolution on the use of the profit shown on the balance sheet and the distribution of assets from the reserve for invested unrestricted equity
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that a return of capital of
The return of capital will be paid in four instalments as follows:
The first instalment of
The second instalment of
The third instalment of
The fourth instalment of
The Board of Directors are authorized to resolve, if necessary, on a new record date and date of payment for the second, third and fourth instalment should, e.g., the rules of
Resolution on the remuneration of the members of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the Annual General Meeting resolved that the fees are kept unchanged, and the members of the Board of Directors should be paid annual fees as follows:
EUR 92,000 for the Chair of the Board of Directors;EUR 53,000 for the Vice Chair of the Board of Directors;EUR 53,000 for each of the Chairs of the Committees of the Board of Directors; andEUR 48,000 for each ordinary member of Board of Directors.
Approximately 40% of the annual fee be paid in Purmo Group’s Class C shares. The members of the Board of Directors are encouraged to keep such shares for the entire duration of their Board of Directors assignment.
The annual fee shall be paid to the members of the Board of Directors within two weeks after the publication of the first quarter interim report or as soon as legally possible thereafter. The Company will pay the costs and transfer tax related to the acquisition of shares. If a part of the fee cannot be paid in shares as required by law or other regulations or for reasons related to a member of the Board of Directors, the fee may be paid full in cash. If the term of office of a member of the Board of Directors would be shorter, the fee would be paid in proportion to the length of their term of office.
In addition to the annual fee, the members of Board of Directors will be paid a meeting fee for each meeting of the Board of Directors and its committees as follows:
EUR 800 per meeting held in the country of residence of member of the Board of Directors;EUR 1,400 per meeting held outside the country of residence of the member of the Board of Directors but on the same continent as the country of residence of the member of the Board of Directors;EUR 2,600 per meeting held on another continent than the country of residence of the member of the Board of Directors; orEUR 800 per meeting held by telephone or through virtual communication channels.
An additional meeting fee of
In addition, compensation for reasonable travel, accommodation and other expenses related to the Board of Directors and committee work are to be reimbursed according to the applicable policies of the Company.
Each of the members of the Board of Directors has the right to abstain from receiving remuneration
Resolution on the number of members of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the Annual General Meeting resolved that the number of members of the Board of Directors be seven (7).
The present members of the Board of Directors
Election of the Auditor
Upon the recommendation of the Audit Committee, the Board of Directors KPMG Oy Ab was re-elected as the Company’s auditor for a term that ends at the close of the next Annual General Meeting.
Authorisation of the Board of Directors to resolve on the issuance of shares as well as on the issuance of special rights entitling to shares
In accordance with the proposal of the Board of Directors’, the Annual General Meeting resolved that the Board of Directors is authorised to resolve on the issuance of class C shares as well as the issuance of special rights entitling to class C shares referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or several tranches.
The number of class C shares to be issued based on this authorisation shall not exceed 8,000,000 shares (including shares to be received based on special rights), which corresponds to approximately 19.46 per cent of all class C shares in
The Board of Directors shall decide on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorisation is effective until the end of the next Annual General Meeting, however no longer than until
Authorisation of the Board of Directors to decide on the repurchase of the Company’s own shares as well as to accept them as pledge
In accordance with the proposal of the Board of Directors’, the Annual General Meeting resolved that the Board of Directors is authorised to resolve on the repurchase of class C shares owned by the Company as well as on the acceptance of them as pledge.
The number of class C shares to be repurchased or accepted as pledge by virtue of this authorisation shall not exceed 4,000,000 class C shares owned by the Company, which corresponds to approximately 9.73 per cent of all class C shares in
The shares may be repurchased or accepted as pledge in one or several tranches and either through a tender offer made to all shareholders on equal terms or otherwise than in proportion to the shares held by the shareholders (directed repurchase) in public trading at the prevailing market price or at a price otherwise formed on the market. The shares would be repurchased with funds from the Company’s unrestricted shareholders’ equity.
The shares will be repurchased to be used to improve Purmo Group’s capital structure, to finance or carry out corporate acquisitions or other arrangements, for incentive arrangements and remuneration schemes or to be retained by the Company as treasury shares, transferred, cancelled or for other purposes resolved by the Board. The Board of Directors shall decide on all other terms and conditions regarding the repurchase of the Company’s own shares and acceptance thereof as pledge.
The authorisation is effective until the end of the next Annual General Meeting, however no longer than until
The Board of Directors
Further information:
Tel. +358 40 527 1427
Distribution:
Principal media
investors.purmogroup.com
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