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 Helsinki
Key media
www.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.
Siri Markula, Head of Communications and IR, tel. +358 40 743 2177, [email protected]
