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Altia Plc Stock Exchange Release 4 June 2020 at 6:15 pm EET
Decisions taken by Altia’s Annual General Meeting 2020 and Altia’s Board of Directors
Altia’s Annual General Meeting was held in Helsinki on 4 June 2020. The meeting adopted the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2019.
The meeting approved the proposal by the Board of Directors to pay a dividend of EUR 0.21 per share. The dividend will be paid on 15 June 2020 to a shareholder registered in the shareholders’ register held by Euroclear Finland Oy on the record date of the payment, i.e. 8 June.
Further, the AGM authorised the Board of Directors to resolve on the payment of dividend so that the amount of dividend to be paid based on the authorisation shall not exceed EUR 0.21 per share. The authorisation is valid until the end of 2020.
Unless the Board of Directors decides otherwise for a justified reason, the authorisation will be used to pay dividend one time during the period of validity of the authorisation. The Board of Directors will make a separate resolution on the possible payment of dividend no later than in the fourth quarter of 2020. The company shall make a separate announcement of such resolution and confirm the record and payment dates in such announcement.
Adoption of the Remuneration Policy for governing bodies
The Annual General Meeting adopted the Remuneration Policy for the governing bodies.
Remuneration of the members of the Board of Directors
The meeting decided based on the proposal by the Shareholders’ Nomination Board that the remuneration to the members of the Board of Directors during the next term consists of a monthly term of office fee as follows:
EUR 4 000 per month, Chairman
EUR 2 500 per month, Vice Chairman
EUR 2 000 per month, member
In addition to the monthly fee, the members of the Board of Directors receive a meeting fee for the Board of Directors and Board Committee meetings of EUR 600 per meeting for Board members residing in Finland and EUR 1 200 per meeting for Board members residing abroad. Travel expenses are reimbursed in accordance with the company’s travel policy.
Composition of the Board of Directors
The meeting approved the number of members of the Board of Directors to be seven. The meeting re-elected Sanna Suvanto-Harsaae as Chairman of the Board and Tiina Lencioni, Jukka Ohtola, Anette Rosengren and Torsten Steenholt as members of the Board. Jyrki Mäki-Kala and Jukka Leinonen were elected as new members. Jyrki Mäki-Kala was further elected as Vice Chairman of the Board.
The term for the members of the Board of Directors lasts until the end of the next Annual General Meeting.
In accordance with the recommendation by the Audit Committee, the Annual General Meeting re-elected PricewaterhouseCoopers Oy as the company’s auditor for a term that ends at the close of the next Annual General Meeting. PricewaterhouseCoopers Oy has informed the company that Authorized Public Accountant Ylva Eriksson continues as the auditor in charge. The meeting decided that the auditor’s fees be paid against an invoice approved by the company.
Amendment of the Articles of Association
The AGM approved the proposal by the Board of Directors to amend the first sentence of Article 4 of the company’s Articles of Association to set the maximum number of members of the Board of Directors of the company at eight members instead of the current seven members, as follows:
“The company’s Board of Directors shall comprise a minimum of three (3) and a maximum of eight (8) members.”
Article 4 of the Articles of Association remains otherwise unchanged.
Further, the AGM approved that Article 11 of the company’s Articles of Association is amended so that the Annual General Meeting shall decide, in addition to the items that currently appear from Article 11, also on the adoption of the remuneration policy when necessary, and on the adoption of the remuneration report. Article 11 of the Articles of Association remains otherwise unchanged.
Authorisation of the Board of Directors to resolve on the repurchase of the company’s own shares
The AGM approved the Board’s proposal to authorise the Board of Directors to resolve on the repurchase of the company’s own shares. The number of shares to be repurchased by virtue of the authorisation shall not exceed 360,000 own shares in the company, which corresponds to approximately one percent of all the company’s shares at the time of the proposal, subject to the provisions of the Finnish Companies Act on the maximum amount of shares owned by the company or its subsidiaries.
The shares may be repurchased in one or several instalments and either through a tender offer made to all shareholders on equal terms or in another proportion than that of the existing shareholdings of the shareholders in the company in public trading at the prevailing market price. The shares would be repurchased with funds from the company’s unrestricted shareholders’ equity.
The shares could be repurchased for the purpose of implementing the company’s share-based incentive plans or share savings plans. The Board of Directors would be authorized to resolve on all other terms and conditions regarding the repurchase of the company’s own shares.
The authorisation is valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2021.
Amendment of the charter of the Shareholders’ Nomination Board
The AGM approved the proposal by the Shareholders’ Nomination Board to amend section 2 of the charter of the Shareholders’ Nomination Board so that the Value Day is the first banking day of June each year instead of the current Value Day, which is the first banking day of September.
Minutes of the meeting
The minutes of the Annual General Meeting will be available as of 18 June 2020 at the latest on Altia’s website at: www.altiagroup.com/investors.
Organisational meeting of the Board of Directors
Altia’s Board of Directors held its organisational meeting after the Annual General Meeting and elected members of the Audit and Human Resources Committees as follows:
Audit Committee: Jyrki Mäki-Kala (Chairman), Tiina Lencioni, Torsten Steenholt and Sanna Suvanto-Harsaae
Human Resources Committee: Sanna Suvanto-Harsaae (Chairman), Jukka Leinonen and Jukka Ohtola
The Board of Directors has assessed that all members of the Board of Directors are independent of the company. Furthermore, all members of the Board of Directors, with the exception of Jukka Ohtola, are independent of the company’s significant shareholders. Jukka Ohtola is a member of the Board of Directors of Valtion Kehitysyhtiö Vake Oy and holds an office in the Ownership Steering Department of the Finnish Prime Minister’s Office and is therefore not independent of a significant shareholder of the company.
Thomas Heinonen, General Counsel
Analysts and investors: Tua Stenius-Örnhjelm, Investor Relations, tel. +358 40 748 8864
Media: Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867
Nasdaq Helsinki Ltd