Decisions Adopted by eQ Plc's Annual General Meeting
eQ Plc Stock Exchange Release
27 March 2023, at 7.30 p.m.
eQ Plc’s Annual General Meeting, held on Wednesday 27 March 2023 in Helsinki (“AGM”), decided upon the following:
Confirmation of the financial statements
eQ Plc’s AGM confirmed the financial statement of the company, which included the group financial statements, the report by the Board of Directors and the auditor’s report for the financial year 2022.
Decision in respect of the result shown on the balance sheet and distribution of the assets from the invested unrestricted equity fund
The AGM confirmed the proposal by the Board of Directors that a dividend of 0.91 euros per share and a return of capital of 0.09 euros per share be paid from the invested unrestricted equity fund. The dividend and return of capital shall be paid to shareholders who on the record date for the payment, 29 March 2023, are recorded in the shareholders register held by Euroclear Finland Ltd. The dividend and return of capital shall be paid on 5 April 2023.
Discharge from liability to the Board of Directors and Managing Director
The AGM decided to grant discharge from liability to the Board of Directors and the Managing Director.
Remuneration Report for governing bodies
The Annual General Meeting decided to adopt the Remuneration Report for the governing bodies.
The remuneration of the members of the Board, the number of Board members and appointment of Board members
The AGM decided that the members of the Board would receive remuneration as follows: the Chair of the Board will receive 5,000 euros per month, Vice Chair of the Board of Directors will receive 4,000 euros and the Board members will receive 3,000 euros per month. In addition, a compensation of 750 euros per meeting will be paid for all the Board members for each attended Board meeting and travel and lodging costs will be compensated in accordance with the company’s expense policy. According to the decision of the AGM, six Board members, being Nicolas Berner, Georg Ehrnrooth, Timo Kokkila, Janne Larma and Tomas von Rettig were re-elected as members to the Board of Directors and Päivi Arminen was elected as new member to the Board of Directors. The term of office of the Board members ends at the close of the next Annual General Meeting. The Board appointed Janne Larma as Chair of the Board and Georg Ehrnrooth as Vice Chair of the Board of Directors in its meeting held immediately after the AGM.
Auditors and auditors’ compensation
The AGM decided to elect Authorised Public Accountants KPMG Oy Ab as auditor of the company. The auditor with main responsibility, named by KPMG Oy Ab is Tuomas Ilveskoski, APA. It was decided to compensate the auditor according to the auditor's invoice approved by the eQ Plc.
Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The AGM authorised the Board of Directors to decide on a share issue or share issues and/or the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act, comprising a maximum total of 3,500,000 new shares. The amount of the authorisation corresponds to approximately 8.66 per cent of all shares in the Company.
The authorisation is to be used in order to finance or carry out potential acquisitions or other business transactions, to strengthen the balance sheet and the financial position of the Company, to fulfill Company’s incentive schemes or to any other purposes decided by the Board. Based on the authorisation, the Board decides on all other matters related to the issuance of shares and special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act, including the recipients of the shares or the special rights entitling to shares and the amount of the consideration to be paid. Therefore, based on the authorisation, shares or special rights entitling to shares may also be issued directed i.e. in deviation of the shareholders pre-emptive rights as described in the Companies Act. A share issue may also be executed without payment in accordance with the preconditions set out in the Companies Act.
The authorisation cancels all previous authorisations to decide on the issuance of shares as well as the issuance of special rights entitling to shares and is effective until the next Annual General Meeting, however no more than 18 months.
Amendment of the Articles of Association
The AGM decided that the Articles of Association of eQ Plc be updated with section-specific headings for all items, the field of activity be specified and the possibility to organise a meeting without a physical meeting venue be added, and participation in the General Meeting be made possible via a remote connection. The change in question was made to Section 9 of the Articles of Association, which concerns the notice to the general meeting and registration for the general meeting.
Helsinki, 27 March 2023
eQ Plc
Board of Directors
Additional information: Juha Surve, Group General Counsel, tel. +358 9 6817 8733
Distribution: Nasdaq Helsinki, www.eQ.fi
eQ Group is a Finnish group of companies specialising in asset management and corporate finance business. eQ Asset Management offers a wide range of asset management services (including private equity funds and real estate asset management) for institutions and individuals. The assets managed by the Group total approximately EUR 12.6 billion. Advium Corporate Finance, which is part of the Group, offers services related to mergers and acquisitions, real estate transactions and equity capital markets.
More information about the Group is available on our website at www.eQ.fi.
