Correction: Decisions taken by Enento Group Plc’s Annual General
Meeting and Board of Directors
ENENTO GROUP PLC, STOCK EXCHANGE RELEASE 28 MARCH 2022, 4:20
P.M. EEST
Correction: Decisions
taken by Enento Group Plc’s
Annual General Meeting and Board of
Directors
Correction: 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
53,000 annually and that the members of
the Board of Directors be remunerated EUR
37,500
annually.
The Annual General Meeting of Enento Group Plc was
held today at the headquarters of the company in Helsinki, Finland
under special arrangements due to the Covid-19 pandemic. 82
shareholders representing 17 474 412 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 2021 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 2022. The equity repayment will be paid on
11 April 2022.
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 Petri Carpén, Erik Forsberg, Patrick
Lapveteläinen, Martin Johansson, Tiina Kuusisto and Minna Parhiala
were re-elected as members 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 53,000
annually and that the members of the Board of Directors be
remunerated EUR 37,500 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.
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 28 September
2023. The authorisation will revoke the share issue authorisation
granted to the Board of Directors by the Annual General Meeting on
29 March 2021.
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 28 September 2023. The authorisation will
revoke the authorisation to repurchase the company’s shares granted
to the Board of Directors by the Annual General Meeting on 29 March
2021.
The minutes of the meeting will be available on
Enento Group’s Investors site at investors.enento.fi at the latest
on 11 April 2022.
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 Petri Carpén, Martin Johansson
and Erik Forsberg as Members of Audit Committee. The Board elected
Petri Carpén as Chairman of Audit Committee.
Helsinki, 28 March 2022
ENENTO GROUP PLCThe Board of Directors
For further information:
Juuso JokelaLegal CounselTel. +358 10 270
7403
Jeanette JägerCEOTel. +46 72 141 00 00
Distribution: Nasdaq Helsinki Ltd major media
enento.com/investors
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 432 people (FTE) are working for
Enento Group in Finland, Norway, Sweden and Denmark. The Group’s
net sales for 2021 was 163.5 MEUR. Enento Group is listed on Nasdaq
Helsinki with the trading code ENENTO.
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