STOCK EXCHANGE RELEASE 8 Mar 2018
Pöyry PLC: Decisions made by the Annual General Meeting of Pöyry PLC
Pöyry PLC Stock Exchange Release 8 March 2018 at 6.00 p.m. (EET)
Decisions made by the Annual General Meeting of Pöyry PLC
The Annual General Meeting ("AGM") of Pöyry PLC was held on 8 March 2018. The AGM adopted Pöyry PLC's annual accounts and granted the members of the Board of Directors and the President and CEO of the company discharge from liability for the financial period 1 January to 31 December 2017.
The AGM decided that a dividend of EUR 0.05 per share be distributed for the financial year 2017. The dividend will be paid on 19 March 2018. The dividend is payable to shareholders entered into the shareholder register maintained by the Euroclear Finland Ltd. on the record date determined by the Board of Directors 12 March 2018.
Board of Directors
The AGM decided that the Board of Directors consists of four (4) ordinary members. The AGM elected the following members to the Board of Directors: Helene Biström, Henrik Ehrnrooth, Michael Rosenlew and Teuvo Salminen.
The AGM decided that the annual fees of the members of the Board of Directors be EUR 45 000 for a member, EUR 55 000 for the Vice Chairman and EUR 65 000 for the Chairman of the Board, and the annual fee of the members of the committees of the Board of Directors be EUR 15 000. In addition, the AGM resolved on an additional fee of 15 000 euros per annum for each of the foreign residents of the Board of Directors as well as on an additional fee of 5 000 euros per annum for the foreign residents of the committees of the Board of Directors. Travel expenses will be compensated according to the Company's Travel Policy.
It was further resolved that the fees payable to the members of the Board of Directors, based on membership in the Board of Directors and in the committees of the Board of Directors, will be paid, as chosen by each member of the Board of Directors, either 1) partially in Pöyry PLC shares and partially in cash, or 2) fully in cash. In case of a share payment, the shares will be acquired from the stock exchange on the Board member's behalf within two weeks of the publication of the Business review January - March 2018. If the shares cannot be purchased during the above mentioned period due to the applicable insider regulations, the shares shall be purchased as soon as it is possible in accordance with the insider regulations. The fees payable in cash shall be paid no later than 31 May 2018. The company will pay any costs and transfer tax related to the acquisition of the company shares.
At its assembly meeting immediately following the AGM, the Board of Directors elected Henrik Ehrnrooth as Chairman and Teuvo Salminen as Vice Chairman. Teuvo Salminen (Chairman) and Helene Biström were elected as members of the Audit Committee. Michael Rosenlew (Chairman) and Henrik Ehrnrooth were elected as members of the Nomination and Compensation Committee.
PricewaterhouseCoopers Oy continues as Pöyry PLC's auditor based on the resolution made in the AGM on 8 March 2012. PricewaterhouseCoopers Oy has appointed Merja Lindh, Authorised Public Accountant, as the auditor in charge.
Authorisation to acquire own shares
The Board of Directors was authorised to decide on the acquisition of up to 6 100 000 own shares of the company in one or more tranches by using distributable funds. The shares may be acquired either through public trading, in which case the shares would be acquired in another proportion than that of the current shareholders, or by public offer at market prices at the time of purchase. The Board of Directors is authorised to resolve on all other terms and conditions regarding the acquisition of own shares. The authorisation shall be in force for 18 months from the decision of the AGM.
Share issue authorisation
The Board of Directors was authorised to decide on the issuance of new shares and special rights entitling to shares, as well as to convey the company's own shares held by the company in one or more tranches. The share issue can be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors and in relation to a share issue against payment at a price to be determined by the Board of Directors. A maximum of 6 100 000 new shares can be issued. A maximum of 6 100 000 own shares held by the company can be conveyed. The authorisation comprises a right to deviate from the shareholders' pre-emptive subscription right. Furthermore, the authorisation includes the right to decide on a share issue without consideration to the company itself so that the amount of own shares held by the company after the share issue is a maximum of one tenth (1/10) of all shares in the company. The Board of Directors is authorised to resolve on all other terms and conditions regarding the issuance of shares and special rights entitling to shares. The authorisation shall be in force for 18 months from the decision of the AGM. The authorisation granted by the previous AGM regarding issuing of shares expired simultaneously.
Jutta Karlsson, Group General Counsel
Tel. +358 10 33 49696
Pöyry is an international consulting and engineering company. We serve clients across power generation, transmission & distribution, forest industry, biorefining & chemicals, mining & metals, infrastructure and water & environment. Together, we deliver smart solutions and work with the latest digital innovations. Pöyry's net sales in 2017 were EUR 522 million. The company's shares are quoted on Nasdaq Helsinki. Approximately 5500 experts. 40 countries. 115 offices.