Decisions of Taaleri Plc's Annual General Meeting 2022 and
organization of the Board of Directors
TAALERI PLC
STOCK
EXCHANGE RELEASE 6
APRIL 2022 AT 11:45 (EEST)
Decisions of Taaleri Plc's Annual General Meeting
2022 and organization of the
Board of Directors
Decisions of Taaleri Plc’s Annual General
Meeting
Taaleri Plc's Annual General Meeting was held today in Helsinki.
The General Meeting adopted the financial statements for the 2021
financial period, granted the members of the Board of Directors and
the CEOs discharge from liability and adopted the Remuneration
Report for governing bodies.
Deciding on dividend distribution
The General Meeting decided according to the proposal of the
Board of Directors that a dividend of EUR 1.20 per share be paid
based on the balance sheet adopted for the financial year ended 31
December 2021. The dividend will be paid to shareholders who on the
dividend record date of 8 April 2022 are entered as shareholders in
the company’s shareholder register held by Euroclear Finland Ltd.
The dividend is to be paid on 20 April 2022.
Deciding on the remuneration of members of the Board of
Directors
The General Meeting decided that the members of the Board of
Directors be paid annual remuneration as follows:
- Chairperson of the
Board EUR 55,000 per year
- Deputy Chairperson
of the Board EUR 41,000 per year
- Chairperson of the
Audit Committee EUR 41,000 per year
- Member of the Board
EUR 35,000 per year
The General Meeting decided that the members of the Audit
Committee will be paid a meeting-specific fee of EUR 1,000 to the
Chairperson of the Audit Committee and EUR 500 to all other members
of the Audit Committee.
The annual remuneration will cover the entire term of office and
Committee work.
The Annual General Meeting decided additionally that travel and
accommodation expenses of the members are paid against invoices
when the meeting of the Board of Directors and the Committees takes
place outside members’ domicile.
Deciding on the number of members and the members of the
Board of Directors
The General Meeting decided that the number of the members of
the Board of Directors be set as six (6).
Current members of Board of Directors, Elina Björklund, Petri
Castrén, Juhani Elomaa, Hanna Maria Sievinen and Tuomas Syrjänen,
were re-elected to the Board of Directors. Further, Jouni Takakarhu
was elected as a new member of the Board.
Election of the chairperson
and deputy
chairperson of the Board
of Directors
The General Meeting decided to elect Juhani Elomaa as the
chairperson of the Board of Directors and Hanna Maria Sievinen as a
deputy chairperson.
Selecting the auditor and deciding on the auditor’s
remuneration
The General Meeting decided that Ernst & Young Oy, a firm of
authorised public accounts, be re-elected as the company’s auditor
for a term ending at the close of the next Annual General Meeting.
Ernst & Young Oy has announced that Johanna Winqvist-Ilkka,
Authorised Public Accountant, will act as the auditor with
principal responsibility.
The General Meeting decided that the auditor's remuneration be
paid based on invoices approved by the company.
Authorising the Board of Directors to
decide on the purchase of the company’s own shares
The General Meeting decided to authorize the Board of Directors
to decide on the repurchase of the company's own shares using
assets belonging to unrestricted equity on the following
conditions:
Up to 2,000,000 shares may be repurchased, corresponding to
7.05% of all the company's shares. The repurchase may be made in
one or more instalments.
The purchase price per share shall be the price given on the
Helsinki Stock Exchange or another market-based price.
The shares may be repurchased to develop the company’s capital
structure, to finance or implement corporate acquisitions,
investments or other arrangements related to the company’s business
operations, to be used as part of the company’s incentive scheme,
or to be cancelled if justified from the point of view of the
company and its shareholders.
The authorisation issued includes the right to decide whether
the shares will be repurchased in a private placement or in
proportion to the shares owned by shareholders. The repurchase may
take place through private placement only if there is a weighty
financial reason for it from the company’s perspective.
The Board of Directors has the right to decide on other matters
concerning the repurchase of shares.
This authorisation is valid for 18 months from the date of the
close of the Annual General Meeting.
This authorisation cancels the authorisation to purchase the
company's own shares issued at the General Meeting of 25 March
2021.
Authorising the Board of Directors to
decide on share issue and the issuance of option
rights and other special rights entitling to
shares
The General Meeting decided to authorise the Board of Directors
to decide on the issue of new shares and the assignment of treasury
shares in the possession of the company and/or the issuance of
option rights or other special rights entitling to shares, as
referred to in Chapter 10, Section 1 of the Finnish Companies Act,
on the following terms:
The Board of Directors may issue new shares and assign treasury
shares in the possession of the company up to a maximum of
2,500,000 shares, corresponding to 8.82% of all the company's
shares.
The new shares may be issued and the treasury shares possessed
by the company may be assigned and/or option rights or other
special rights entitling to shares may be issued to the company’s
shareholders in proportion to their ownership of shares or
deviating from the shareholder’s pre-emptive subscription right in
a private placement, if there is a weighty financial reason for it
from the point of view of the company, such as using the shares as
consideration in potential corporate acquisitions or other
arrangements that are part of the company’s business operations, or
to finance investments or as part of the company’s incentive
scheme.
The Board of Directors may also decide on a free-of-charge share
issue to the company itself.
The new shares and/or option rights or other special rights
entitling to shares may be issued and the shares possessed by the
company may be assigned either against payment or without payment.
A private placement may only be without payment if there is an
especially weighty reason for it from the point of view of the
company and taking into account the benefit of all its
shareholders.
The Board of Directors will decide on all other factors related
to share issues and the assignment of shares and decide on all
terms and conditions of the option rights and other special rights
entitling to shares.
The authorisation is valid until the end of the next Annual
General Meeting, however no longer than 30 June 2023.
This authorisation cancels the authorisation regarding the share
issue issued at the General Meeting on 25 March 2021.
The maximum ratio between fixed and variable components
of remuneration
The General Meeting decided that a maximum ratio limit of 200%
concerning the ratio between fixed and variable components of
remuneration as decided by the General Meeting on 28 February 2017
will not be applied to employees of Taaleri Plc or its
subsidiaries.
Decisions regarding the
organisation of Taaleri Plc's Board of
Directors
Hanna Maria Sievinen, Petri Castrén and Jouni Takakarhu were
elected as members of the Board of Directors’ Audit Committee. The
Board of Directors elected Hanna Maria Sievinen as Chairperson of
the Audit Committee.
Juhani Elomaa, Tuomas Syrjänen and Elina Björklund were elected
as members of the Board of Directors’ Remuneration Committee. The
Board elected Juhani Elomaa as Chairperson of the Remuneration
Committee.
Taaleri Plc
Distribution:Nasdaq HelsinkiKey
mediawww.taaleri.com
Taaleri in brief
Taaleri is a Nordic investment and asset manager with an
emphasis on renewable energy and other alternative investments. We
channel capital towards economically profitable undertakings that
have a lasting positive impact on the environment and society. We
are a signatory of the UN Principles for Responsible Investment
(UNPRI) since 2010, and we joined the Net Zero Asset Managers
initiative in 2021. Taaleri’s vision is to be a Nordic forerunner
in alternative investments focusing on sustainability.
Taaleri has two business segments: Private Asset Management and
Strategic Investments. Private Asset Management consists of
renewable energy, real estate and bioindustry businesses. The
Strategic Investments segment includes Garantia Insurance Company
Ltd.
Taaleri has EUR 2.2 bn of assets under management in its private
equity funds and co-investments. The company has approximately 120
employees. Taaleri Plc is listed on Nasdaq Helsinki.
www.taaleri.com
Siri Markula, Head of Communications and IR, tel. +358 40
743 2177, siri.markula@taaleri.com
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