Componenta Corporation’s Annual General Meeting was held today,
The AGM supported all the proposals presented to the meeting and adopted by way of an advisory resolution the remuneration report and the remuneration policy. The AGM adopted the company’s financial statements and consolidated financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial period of 1 Jan–31 Dec, 2023.
Resolution on the use of profit shown on the balance sheet
In accordance with the proposal by the Board of Directors, the AGM decided that no dividends will be distributed on the basis of the balance sheet established for the financial year that ended on
Composition and remuneration of the Board of Directors
In accordance with the proposal by the Shareholders’ Nomination Board, the AGM resolved that the annual remuneration payable to the Chairman of the Board shall be
In accordance with the proposal by the Shareholders’ Nomination Board, the number of members of the Board of Directors was confirmed to be five (5). The AGM re-elected the current members of the Board of Directors
Election and remuneration of the Auditor
The AGM elected the audit firm
Election and remuneration of the Sustainability Reporting Assurer
The AGM selected
Authorising the Board of Directors to decide on the share issue
In accordance with the Board of Director’s proposal the AGM authorised the Board of Directors to decide on share issues in one or several tranches as follows:
- The issuance of shares may be carried out by offering new shares or transferring treasury shares held by the company
- The total number of shares to be issued or transferred under the authorisation may not exceed 961 563 shares, which corresponds to approximately 9.9 per cent of all the shares in the company
- The new shares may be issued and the treasury shares held by the company may be transferred for consideration or without consideration.
The Board of Directors decides on all terms and conditions for the issue of new shares and the transfer of the company’s own shares. Based on the authorisation, the Board of Directors may decide on a share issue in deviation of the pre-emptive subscription right of the shareholders (directed issue) subject to conditions mentioned in the Finnish Limited Liability Companies Act. The authorisation also includes the right to decide on issuing new shares to the company itself without consideration. For example, the Board of Directors may use the authorisation as compensation in acquisitions, to develop capital structure, to broaden the ownership base, to acquire assets related to the company’s business or to finance or carry out other business transactions, or for other purposes decided by the Board of Directors. However, the authorisation may not be used for the implementation of incentive programs of the company’s management or key personnel.
The authorisation is valid until the end of the next Annual General Meeting, but no longer than until
Amendment of the Articles of Association
In accordance with the proposal of the Board of Directors, the AGM decided to amend the Articles of Association by adding a new Article 8 on the Sustainability Reporting Assurer to the Articles of Association. As a result of the amendment, the numbering of the current Articles 8, 9 and 10 of the Articles of Association will be changed accordingly to Articles 9, 10 and 11.
Furthermore, the AGM decided, as proposed by the Board of Directors, that the future Article 11 of the Articles of Association concerning the matters to be handled at the Annual General Meeting be supplemented by adding a new sub-item 10 on the election of the Sustainability Reporting Assurer and by adding to sub-item 6 a mention of the fee and the reimbursement criteria for travel expenses of the auditor and the sustainability assurer.
Minutes of the General Meeting
The minutes of the General Meeting will be made available at the Componenta website at www.componenta.com no later than on
Decisions of the Board of Directors’ organizing meeting
At its organizing meeting held after the AGM, the Board of Directors elected
COMPONENTA CORPORATION
Sami Sivuranta
President and CEO
For further information, please contact:
Sami Sivuranta, President and CEO, tel. +358 10 403 2200
Distribution:
NASDAQ
Main media
www.componenta.com
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