Suomen Hoivatilat Oyj: DECISIONS OF THE ANNUAL GENERAL MEETING AND RESOLUTIONS MADE BY THE CONSTITUTIVE MEETING OF BOARD OF DIRECTORS OF SUOMEN HOIVATILAT PLC
Suomen Hoivatilat Plc
Stock exchange release, 26 March 2019 6:15 pm EET
Decisions of the Annual General Meeting and resolutions made by the constitutive meeting of Board of Directors of Suomen Hoivatilat Plc
The Annual General Meeting of Suomen Hoivatilat Plc ("Hoivatilat" or the "Company") was held today in Helsinki, Finland. The Annual General Meeting confirmed the financial statements for 2018, and discharged the members of the Board of Directors and the CEO from liability for the financial year 2018.
As proposed by the Board of Directors, the Annual General Meeting decided to pay a dividend of EUR 0,17 per share for the financial year that ended on 31 December 2019. The dividend will be paid to shareholders who are registered in the shareholder register maintained by Euroclear Finland Oy on 28 March 2019, the date of record of the dividend payout. The dividend will be paid on 4 April 2019.
Composition of the Board of Directors
The Annual General Meeting approved a six-member Board of Directors for the coming financial year. The members of the new board are Satu Ahlman, Pertti Huuskonen, Kari Nenonen and Reijo Tauriainen, and Nathalie Clément and Paul Hartwall as new members. Pertti Huuskonen was elected chair of the Board of Directors. The term of office of the Board members lasts until the conclusion of the Annual General Meeting following their election.
Remuneration for the Board of Directors
The Annual General Meeting decided that a monthly fee of EUR 1,875 would be paid to each member of the Board of Directors, and that a monthly fee of EUR 4,167 would be paid to the chair of the Board. In addition, in compensation for each board meeting they attend, a fee of EUR 600 will be paid to each of the board members, and EUR 1,200 to the chair of the board. In compensation for each committee meeting they attend, a fee of EUR 400 will be paid to each of the board members, and EUR 600 to the chair of the board. An increase of 50% applies in all cases if the travel time of a board member or the chair for attending a meeting is over three hours. In addition, the members of the Board of Directors and of the committees are reimbursed for reasonable travel expenses against receipts in accordance with guidelines from the Finnish Tax Administration.
Appointing an auditor and deciding on remuneration
The auditor elected for a term ending at the end of the next Annual General Meeting was the authorised public accounting firm KPMG Oy Ab, with Authorised Public Accountant Antti Kääriäinen as the principal auditor. The auditor is paid a reasonable fee based on an invoice.
Amendment to the Articles of Association
As proposed by the Board of Directors, the Annual General Meeting to change the company name to Hoivatilat Plc.
Authorising the Board of Directors to decide on issuance of shares
The Annual General Meeting authorised the Board of Directors to make a decision on the issuance of up to 5,080,000 new shares or shares currently held by the company, in one or more paid share issues. These share issues may be either directed share issues, or share issues in accordance with the pre-emptive subscription rights of the shareholders. The authorisation can also be used for company incentive schemes. Based on the authorisation, up to 250,000 shares can be issued for incentive schemes.
The share issue authorisation of the Board of Directors is valid until the end of the next Annual General Meeting, or up until 30 June, 2020 at the latest. The proposed authorisation supersedes the previously granted share issue authorisations, but does not supersede any prior authorisations to grant special rights entitling to shares. The Board of Directors has been authorised to decide on all other terms and conditions of share issues.
Authorisation of the Board of Directors to decide on acquiring and/or pledging the company's own shares
The Annual General Meeting authorised the Board of Directors to decide on acquiring and/or pledging the company's own shares
The maximum total number of shares to be acquired and/or pledged is 500,000 shares, representing approximately 1.97 per cent of the total number of shares in the company. The authorisation allows for the company's own shares to be acquired with free equity only.
The authorisation of the Board of Directors is valid until the end of the next Annual General Meeting, or up until 30 June, 2020 at the latest.
Resolutions made by the constitutive meeting of Board of Directors
The meeting of the board of directors of the company held today after the annual general meeting of shareholders of the company, has resolved on the members of the audit committee and remuneration committee of the Board of Directors.
Reijo Tauriainen was elected as chairman of the audit committee and Kari Nenonen and Paul Hartwall as the ordinary members of the audit committee. Pertti Huuskonen was elected as the chairman of the remuneration committee and Satu Ahlman and Paul Hartwall as the ordinary members of the remuneration committee.
The board of directors of the company has evaluated the independency of the members of the board of directors of the company and noted that Nathalie Clément, Satu Ahlman, Reijo Tauriainen, Kari Nenonen and Pertti Huuskonen are independent from the company as well as the major shareholders of the company. Paul Hartwall is independent from the company, but in turn dependent on the major shareholder of the company. Therefore the independency requirements of the Finnish Corporate Governance Code 2015 are fulfilled.
Minutes of the General Meeting
The minutes of the Annual General Meeting will be available on the Suomen Hoivatilat website and at the company's head office at Lentokatu 2, 90460 Oulunsalo, Finland, no later than two weeks after the meeting, i.e. by 9 April 2019.
Helsinki 26 March 2019
SUOMEN HOIVATILAT PLC
Board of Directors
Jussi Karjula, CEO, tel. +358 40 773 4054
Suomen Hoivatilat in brief:
Suomen Hoivatilat specialises in producing, developing, owning and leasing out daycare centre and nursing home premises, service communities and schools. Hoivatilat was established in 2008 and cooperates with around 60 Finnish municipalities. It has started approximately 180 real estate projects throughout Finland.