19.04.2023 - 15:30
Decisions taken by Anora’s Annual General Meeting 2023 and Anora’s Board of Directors
ANORA GROUP PLC STOCK EXCHANGE RELEASE 19 April 2023 AT 3.30 p.m. EEST
Decisions taken by Anora’s Annual General Meeting 2023 and Anora’s Board of Directors
The Annual General Meeting of Anora Group Plc was held in Helsinki on 19 April 2023. The Annual General Meeting adopted the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2022.
Dividend payment
The meeting approved the proposal by the Board of Directors to pay a dividend of EUR 0.22 per share for the financial year 2022. The dividend will be paid in two instalments. The first instalment of EUR 0.11 per share will be paid on 28 April 2023 to a shareholder who is registered in the shareholders’ register held by Euroclear Finland Oy on the record date of the payment, i.e. 21 April 2023. The second instalment of EUR 0.11 per share will be paid on 25 October 2023 to a shareholder who is registered in the shareholders’ register of the company held by Euroclear Finland Oy on the record date of the payment, i.e. 18 October 2023.
In addition, the meeting authorized, in accordance with the proposal of the Board of Directors, the Board of Directors to decide, if necessary, on a new payment record date and a new payment date for the second instalment, if the rules and statues of the Finnish book-entry system change or otherwise so require.
Adoption of the Remuneration Report of the governing bodies
The Annual General Meeting adopted the Remuneration Report of 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 of the members of the Board of Directors elected by the Annual General Meeting, during the next term consists of an annual fee as follows:
EUR 65 000, Chairperson
EUR 46 500, Vice Chairperson
EUR 31 000, member
In addition to these fees, the following annual fees are paid to members of the Board of Directors elected by the Annual General Meeting who are appointed by the Board as members of the Board’s permanent Committees:
Audit Committee:
EUR 10 000, Chairperson
EUR 5 000, member
Human Resources Committee:
EUR 8 000, Chairperson
EUR 4 000, member
In addition to these fees, the Board members elected by the Annual General Meeting receive a meeting fee for the Board of Directors and Board Committee meetings of EUR 600 per meeting and EUR 1 200 per meeting for members travelling to a meeting outside her/his country of residence. Travel expenses are reimbursed in accordance with the company’s travel policy.
Based on the proposal by the Shareholders’ Nomination Board, Board members elected by the Annual General Meeting may, at his/her discretion, choose from the following five alternatives:
no cash 100% in shares
25% in cash 75% in shares
50% in cash 50% in shares
75% in cash 25% in shares
100% in cash no shares
To the extent fees would be payable in Anora’s shares, such shares will be acquired directly on behalf of or otherwise delivered to the Board members after the release of Anora’s interim report 1 January–30 September 2023. If the remuneration in shares cannot be delivered at that time due to insider regulation or other justified reasons, the company shall deliver the shares later or pay the remuneration fully in cash. The Shareholders’ Nomination Board has recommended that the Board members elected by the Annual General Meeting accumulate a shareholding in Anora that exceeds his/her one-time annual remuneration.
Composition of the Board of Directors
The meeting approved the number of members of the Board of Directors elected by the Annual General Meeting to be seven (7). The current members of the Board of Directors Kirsten Ægidius, Michael Holm Johansen, Christer Kjos, Annareetta Lumme-Timonen, Jyrki Mäki-Kala and Torsten Steenholt were re-elected as members of the Board of Directors, and Florence Rollet was elected as a new member of the Board of Directors. Michael Holm Johansen was elected as Chairperson and Jyrki Mäki-Kala as Vice Chairperson of the Board of Directors. The term for the members of the Board of Directors lasts until the end of the next Annual General Meeting.
In addition to the Board members elected by the Annual General Meeting, Anora’s employees have, in accordance with the agreement on employee participation between Anora and the special negotiating body of the employees, elected two members and their deputies to the Board of Directors. Arne Larsen (deputy Bjørn Oulie) and Jussi Mikkola (deputy Laura Koivisto) were elected in September 2021 and their term of office lasts until the end of the Annual General Meeting 2024. The Board members elected by Anora’s employees receive a meeting fee, as determined by the Board of Directors in accordance with said agreement on employee participation.
Auditor
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 Markku Katajisto will act as the auditor in charge. The meeting decided that the auditor’s fees be paid against an invoice approved by the company.
Amendments of the Articles of Association
The meeting approved the proposal by the Board of Directors to amend Article 9 of the Articles of Association to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the Company’s domicile Helsinki. In its amended form, said provision of the Articles of Association reads as follows:
“9. Notice to the general meeting
General Meetings shall be convened by publishing a notice to the meeting on the company’s website not more than three (3) months and not less than three (3) weeks before the date of the General Meeting, however, at least nine (9) days before the record date of the General Meeting as provided by the Finnish Companies Act.
The General Meeting shall be organised in Helsinki. In addition, the Board of Directors may resolve on organising the General Meeting without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.”
Further, the Annual General Meeting approved the proposal by the Board of Directors to amend Article 11 of the company’s Articles of Association so that the last paragraph of Article 11, referring to the Annual General Meeting 2021, be removed.
Authorization of the Board of Directors to resolve on the repurchase of the company’s own shares
In accordance with the proposal of the Board of Directors, the Annual General Meeting authorized 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 authorization shall not exceed 6 755 362 shares in aggregate, which corresponds to approximately 10.0 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 may be repurchased for the purpose of improving the company’s capital structure, to finance or carry out corporate acquisitions or other arrangements, for incentive arrangements and remuneration schemes or to be retained by the company as treasury shares, transferred, cancelled or for other purposes resolved by the Board of Directors.
The Board of Directors is authorized to resolve on all other terms and conditions regarding the repurchase of the company’s own shares. The authorization is valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2024.
Authorization of the Board of Directors to resolve on the issuance of shares for the purposes of financing or carrying out corporate acquisitions or other arrangements
In accordance with the proposal of the Board of Directors, the Annual General Meeting authorized the Board of Directors to resolve on the issuance of shares in one or several tranches, against or without consideration. The Board of Directors may resolve to issue either new shares or issue treasury shares held by the company.
The number of shares to be issued based on this authorization shall not exceed 6 755 362 shares in aggregate, which corresponds to approximately 10.0 percent of all of the company’s shares at the time of the proposal. The authorization may be used to improve the company’s capital structure, to finance or carry out corporate acquisitions or other arrangements or for other purposes resolved by the Board of Directors.
The Board of Directors is authorized to resolve on all other terms and conditions regarding the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization is valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2024.
Authorization of the Board of Directors to resolve on the issuance of shares for remuneration purposes
In accordance with the proposal of the Board of Directors, the Annual General Meeting authorized the Board of Directors to resolve on the issuance of shares in one or several tranches, against or without consideration. The Board of Directors may resolve to issue either new shares or issue treasury shares held by the company.
The number of shares to be issued based on this authorization shall not exceed 1 351 072 shares in aggregate, which corresponds to approximately 2.0 percent of all of the company’s shares at the time of the proposal. The authorization may be used for incentive arrangements and remuneration schemes.
The Board of Directors is authorized to resolve on all other terms and conditions regarding the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization is valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2024.
Minutes of the meeting
The minutes of the Annual General Meeting will be available as of 3 May 2023 at the latest on Anora’s website at: www.anora.com/en/investors.
Organisational meeting of the Board of Directors
Anora’s Board of Directors have elected members of the Audit and Human Resources Committees as follows:
Audit Committee: Jyrki Mäki-Kala (Chairperson), Christer Kjos, Annareetta Lumme-Timonen and Torsten Steenholt.
Human Resources Committee: Michael Holm Johansen (Chairperson), Kirsten Ægidius and Florence Rollet
The Board of Directors has assessed that all members of the Board of Directors, with the exceptions of Arne Larsen and Jussi Mikkola, are independent of the company. Arne Larsen and Jussi Mikkola are employed by the Anora Group. Furthermore, all members of the Board of Directors, with the exception of Christer Kjos and Annareetta Lumme-Timonen, are independent of the company’s major shareholders. Christer Kjos is the CEO of Canica Holding AG and Annareetta Lumme-Timonen is an Investment Director for Solidium Oy, and therefore are not independent of the company’s major shareholders.
ANORA GROUP PLC
Further information:
Thomas Heinonen, General Counsel
Contacts:
Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867
Distribution:
Nasdaq Helsinki Ltd
Principal media
www.anora.com