Helsinki, 2014-04-10 11:40 CEST (GLOBE NEWSWIRE) -- AFFECTO PLC -- STOCK EXCHANGE RELEASE -- 10 APRIL 2014 at 12:40
Decisions by the Annual General Meeting of Affecto Plc
The Annual General Meeting of Affecto Plc, which was held on 10 April 2014, adopted the financial statements for 1.1.-31.12.2013 and discharged the members of the Board of Directors and the CEO from liability.
Approximately 33 percent of Affecto's shares and votes were represented at the Meeting.
DIVIDEND
The Meeting decided that a dividend of EUR 0.16 per share be distributed for the financial year 2013. The record date of the dividend payment is 15 April 2014 and the dividend will be paid on 25 April 2014.
BOARD OF DIRECTORS AND AUDITOR
The Meeting decided that the number of members of the Board of Directors is six. Aaro Cantell, Magdalena Persson, Jukka Ruuska, Olof Sand, Tuija Soanjärvi and Lars Wahlström were elected as members of the Board of Directors. In the organization meeting of the Board of Directors Aaro Cantell was elected Chairman of the Board and Jukka Ruuska as Vice-Chairman.
The Meeting decided that the monthly fees of the members of the Board of Directors shall be as follows: EUR 1,800 for the members, EUR 2,500 for the Vice-Chairman and EUR 3,200 for the Chairman. A fee of EUR 250 shall be paid for participation in Committee meetings, save for meetings of the Nomination Committee. The monthly remunerations for the entire term will be paid in August 2014 so that 60 % of the remuneration will be paid in cash and 40 % will be paid in the company's shares. The share component of the remuneration can be paid by issuing new shares, conveying own shares held by the company or acquiring shares based on the authorisations given to the Board of Directors by the Annual General Meeting. The share component of the remuneration will be paid primarily by acquiring shares through public trading. If the term of a member of the Board of Directors expires prior to payment of the monthly remunerations, the accumulated remuneration will be paid in cash during the month following the expiry of the term.
KPMG Oy Ab was elected auditor of the company with Reino Tikkanen, APA, as auditor in charge.
NOMINATION COMMITTEE
The Meeting approved the Board's proposal for appointing a Nomination Committee to prepare proposals concerning members of the Board of Directors and their remunerations for the following Annual General Meeting. The Nomination Committee will consist of the representatives of the three largest registered shareholders and the Chairman of the Board of Directors, acting as an expert member, if he/she is not appointed representative of a shareholder. The members representing the shareholders will be appointed by the three shareholders whose share of ownership of the shares of the company is largest on 31 October preceding the Annual General Meeting.
AUTHORISATIONS OF THE BOARD OF DIRECTORS
The Annual General Meeting approved the Board's proposals for the authorisations of the Board of Directors.
Authorisation to decide to issue shares
The Annual General Meeting decided to authorise the Board of Directors to decide upon the issuing of new shares and upon the conveying of the company's own shares held by the company in one or more tranches. The share issue may be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors and in relation to a share issue against payment at a price to be determined by the Board of Directors.
The authorisation includes also the right to issue option rights and special rights, in the meaning of chapter 10 section 1 of the Companies Act, which entitle to the company's new shares or the company's own shares held by the company against consideration.
A maximum of 4,200,000 shares may be issued, of which a maximum of 2,100,000 can be own shares held by the company.
The authorisation comprises the right to deviate from the shareholders' pre-emptive subscription right provided that the company has a weighty financial reason for the deviation in a share issue against payment and provided that the company, taking into account the interest of all its shareholders, has a particularly weighty financial reason for the deviation in a share issue without consideration. Within the above mentioned limits, the authorisation may be used e.g. in order to strengthen the company’s capital structure, to broaden the company’s ownership, to be used as payment in mergers and acquisitions or when the company acquires assets relating to its business, for payment of the Board of Directors' remuneration and as part of the company’s incentive programmes. The shares may also be conveyed in a public trading. Shares may also be subscribed for or own shares may be conveyed against contribution in kind or by means of set-off.
The authorisation includes the right to decide upon a share issue without consideration to the company itself so that the amount of own shares held by the company after the share issue is at most one-tenth (1/10) of all shares in the company. Pursuant to chapter 15 section 11 subsection 1 of the Companies Act all own shares held by the company or its subsidiaries are included in this amount.
The authorisation replaces the authorisation resolved on by the Annual General Meeting on 9 April 2013 registered on 16 April 2013. The authorisation shall be in force until the next Annual General Meeting, however, not longer than until 30 June 2015.
Authorisation to decide to acquire the company's own shares
The Annual General Meeting decided to authorise the Board of Directors to decide upon the acquiring of the company's own shares with the company's distributable funds in one or more tranches on the terms set forth below. The acquisition of shares reduces the company's distributable non-restricted shareholders' equity.
The company's own shares may be acquired in order to strengthen the company's capital structure, to be used as payment in mergers and acquisitions or when the company acquires assets related to its business, for payment of the Board of Directors' remuneration and as part of the company’s incentive programmes in a manner and to the extent decided by the Board of Directors and to be transferred for other purposes or to be cancelled.
A maximum of 2,100,000 shares may be acquired.
The company's own shares may be acquired in accordance with the decision of the Board of Directors either through a public trading or by a public offer at their market price at the time of purchase. As the acquisition takes place in public, neither the order of acquisition nor the effect of the acquisition on the distribution of ownership and voting rights in the company nor the distribution of ownership and votes among persons belonging to the inner circle of the company is known in advance. The Board of Directors shall decide upon all other matters regarding the acquisition of own shares.
The authorisation replaces the authorisation resolved on by the Annual General Meeting on 9 April 2013. The authorisation shall be in force until the next Annual General Meeting, however, not longer than until 30 June 2015.
AFFECTO PLC Board of Directors
www.affecto.com
Additional information: Chairman of the Board, Aaro Cantell, tel. +358 400 706 072 SVP, M&A, IR, Hannu Nyman, tel. +358 205 777 761
