Resolutions of
Adoption of the financial statements
The Annual General Meeting adopted the Company's 2023 financial statements.
Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
In accordance with the Board of Directors' proposal, the Annual General Meeting resolved to transfer the loss for the financial year to the profit and loss account of previous years and resolved that a dividend of
The Annual General Meeting resolved to distribute dividend in one instalment to a shareholder who is registered in the Company's shareholders register at the dividend record date on the 29th of
Discharge from liability
The Annual General Meeting discharged the Board members and the Managing Director from liability for the financial year 2023.
The Composition and Remuneration of the Board of Directors
The Annual General Meeting confirmed, in accordance with the proposal by the Company's
The Annual General Meeting resolved, in accordance with the proposal by the Company's
In addition, the Annual General Meeting resolved that the remuneration for Committee shall be applied from the beginning of the fiscal year 2024.
Auditor
The Annual General Meeting re-elected the firm of authorised public accountants
Sustainability auditor
The Annual General Meeting elected
Proposal by the Board of Directors to amend the Articles of Associations
In accordance with the proposal of the Board of Directors, the Annual General Meeting decided to amend the Articles of
Remuneration Policy for Governing Bodies
The Annual General Meeting approved the Remuneration Policy for Governing Bodies. The resolution concerning the Remuneration Policy was advisory in nature.
Authorisations on the issuance of shares
The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of new shares or treasury shares in two parts as follows:
- Share issue authorisation I: A maximum of 1,000,000 shares, which corresponds to 10 percent of the Company's issued shares today, exclusively for the execution of corporate acquisitions in which
Solwers Plc acquires new companies or business operations to join theSolwers Group .
- Share and special rights issue authorisation II: A maximum of 500,000 shares or option rights and other special rights entitling to shares, which corresponds to 5 percent of the Company's issued shares today. The Board of Directors may use the authorisation to implement mergers and acquisitions or other arrangements relating to the Company's operations and capital structure, to implement incentive schemes for the Group personnel or for other purposes decided by the Board of Directors.
In both authorisations, the Board of Directors may also decide on a directed issue, i.e. an issue deviating from the pre-emptive subscription rights of the shareholders. In both authorisations, the Board of Directors would be authorised to decide on the terms of the issuance of shares and option rights and other special rights.
The Board of Directors was authorised to resolve on all terms of the share issues.
The authorisations are in force until the next Annual General Meeting, but not beyond
Authorisation on the repurchase and/or on the acceptance as pledge of own shares
The Annual General Meeting resolved to authorise the Board of Directors to decide on repurchase or acceptance as pledge of the Company's own shares in one or more tranches so that a maximum of 1,000,000 shares, representing 10 per cent of all issued and outstanding shares of the Company today, can be repurchased or accepted as pledge under the authorisation. The decision to repurchase own shares or to accept them as pledge may not be made so that the treasury shares in the possession of, or held as pledges by, the Company and its subsidiaries would exceed one tenth of all shares.
Based on the authorisation, the Board of Directors may decide on the re-purchase or acceptance as pledge of own shares in a directed manner, i.e. in a proportion other than that of the shares held by the shareholders if there is a weighty financial reason for the Company to do so.
The authorisation is in force until the next Annual General Meeting, but not beyond
Establishment of Shareholders Nomination Board
The Annual General Meeting resolved to establish a permanent Shareholders' Nomination Board in addition to the
The Annual General Meeting accepted the charter for the Shareholders' Nomination Board.
General Meeting minutes
The minutes of the Annual General Meeting will be made available on the Company's website https://solwers.com/for-investors/shareholders/annual-general-meeting-2024/ by
Resolutions of the Organisational Meeting of the Board of Directors of
Organisation of the Board of Directors
The Board of Directors reappointed from among its members
Pursuant to the Board of Directors' assessment all members of the Board of Directors are independent of the Company and its significant shareholders, with the exception of
Composition of the Board Committees
The Board appointed the committee members as follows:
Audit Committee:
- Johanna Grönroos, Chair
Leif Sebbas , MemberJohn Lindahl , Member
John Lindahl , ChairEmma Papakosta , MemberHanna-Maria Heikkinen , Member
Board of Directors
Certified Advisor:
Distribution:
Nasdaq Helsinki Ltd - Key media
- www.solwers.com
Enquiries:
solwers.com
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