STOCK EXCHANGE RELEASE 7 Mar 2019
Pöyry PLC: Decisions made by the Annual General Meeting of Pöyry PLC
Pöyry PLC Stock Exchange Release 7 March 2019 at 18.00 p.m. (EET)
Decisions made by the Annual General Meeting of Pöyry PLC
The Annual General Meeting ("AGM") of Pöyry PLC was held on 7 March 2019 and the following decisions were made at the meeting and at the assembly meeting of the Board of Directors held after the AGM:
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: Jonas Gustavsson, Stefan Johansson, Jacob Landén and Martin à Porta.
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. No annual fees will be paid to such members of the Board of Directors that have a service or employment agreement with the combined company ÅF Pöyry AB or any of its subsidiaries.
At its assembly meeting immediately following the AGM, the Board of Directors elected Jonas Gustavsson as Chairman of the Board of Directors. The Board of Directors decided at its assembly meeting that no committees will be established for the Board of Directors. In consideration of ÅF Pöyry AB (publ) owning more than 90 % of the company's shares and that the redemption proceeding in respect of the remaining minority shares in the company has been initiated and Pöyry shares will be delisted from Nasdaq Helsinki Ltd stock exchange in due course, it was noted that the Finnish Corporate Governance Code 2015 will no longer be complied with in full.
PricewaterhouseCoopers Oy continues as Pöyry PLC's auditor based on the resolution made in the AGM on 8 March 2012. PricewaterhouseCoopers Oy has appointed Christian Savtschenko, Authorised Public Accountant, as the auditor in charge.
Annual accounts and dividend
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 2018.
The Board of Directors was authorized to decide at its discretion on the distribution of dividends so that the total amount of the dividend distribution based on this authorization shall not exceed EUR 0.35 per share. The authorization will be valid until the opening of the next Annual General Meeting. The Board of Directors has resolved not to use the authorisation because the tender offer for the shares of Pöyry PLC by ÅF AB (publ) has been carried out. Hence no dividend will be distributed for the financial year 2018.
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. The authorisation granted by the previous AGM regarding acquisition of own shares expired simultaneously.
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