Munksjö Oyj: Decisions taken by the Annual General Meeting and the organisation meeting of the Board of Directors
Helsinki, Finland, 2016-04-06 14:00 CEST (GLOBE NEWSWIRE) --
MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE 6 April 2016 at 2:00 p.m. CEST
Munksjö Oyj: Decisions taken by the Annual General Meeting and the organisation
meeting of the Board of Directors
Munksjö Oyj's Annual General Meeting was held in Helsinki today. The Annual
General Meeting adopted the Financial Statements for 2015 and discharged the
members of the Board of Directors and the President and CEO from liability for
the financial year 2015.
Resolution on the use of the profit shown on the balance sheet and the payment
of dividend
The AGM resolved in accordance with the proposal of the Board of Directors that
no dividend will be paid for the fiscal year 2015.
Resolution on the payment of funds as return of equity from the reserve for
invested non-restricted equity
The AGM resolved in accordance with the proposal of the Board of Directors to
pay funds from the reserve for invested unrestricted equity as return of equity
based on the balance sheet of 31 December 2015, adopted by the Annual General
Meeting, the amount of return being EUR 0.30 per share.
The return of equity will be paid to a shareholder who on the record date of
the payment 8 April 2016 is registered in the shareholders' register of the
company held by Euroclear Finland Oy or in the separate register of
shareholders maintained by Euroclear Sweden AB for Euroclear Sweden AB
registered shares. The return of equity payable for Euroclear Sweden AB
registered shares is forwarded by Euroclear Sweden AB. The return of equity
will be paid to the shareholders on 19 April 2016.
Resolution on the remuneration of the members of the Board of Directors and the
Shareholders' Nomination Board
The AGM resolved in accordance with the proposal of the Board that the annual
remuneration of the Board of Directors, Board Committees and Nomination Board
remains unchanged with the exception of the Vice Chairman's annual
remuneration, which shall increase.
The Chairman will receive EUR 80,000 a year, the Vice Chairman EUR 50,000
(previously 40,000) and the ordinary members EUR 40,000 each.
The Chairman of the Audit Committee will annually receive EUR 12,000 and the
ordinary members EUR 6,000 each. The Chairman of the Remuneration Committee
will annually receive EUR 6,000 and the ordinary members EUR 3,000 each.
The Chairman of the Nomination Board will annually receive EUR 6,000 and the
ordinary members EUR 3,000 each.
Travel expenses will be reimbursed in accordance with the company's travel
policy.
Resolution on the number of members of the Board of Directors and election of
members of the Board of Directors
The AGM resolved in accordance with the proposal of the Nomination Board that
the number of Board members increases to seven.
The AGM resolved in accordance with the proposal of the Nomination Board that
Sebastian Bondestam, Alexander Ehrnrooth, Hannele Jakosuo-Jansson, Elisabet
Salander Björklund and Peter Seligson were re-elected and that Anna
Ohlsson-Leijon and Mats Lindstrand were elected as new members of the Board.
The Board members were elected for the period ending at the close of the next
Annual General Meeting. The CVs of the Board members are available at
www.munksjo.com.
Amendments to the Charter of the Shareholders' Nomination Board
The AGM resolved in accordance with the proposal of the Shareholders'
Nomination Board to amend the Charter of the Nomination Board mainly as a
consequence of the entry into force of the new Finnish Corporate Governance
Code on 1 January 2016. The Charter of the Nomination Board was amended by
adding (i) a right for holders of nominee registered shares to be considered
when the Nomination Board is appointed, (ii) a new duty of the Nomination Board
to include a recommendation in its proposal of board members on who of the
persons nominated shall be elected as Chairman of the Board of Directors, (iii)
a new duty of the Nomination Board to establish its principles of diversity,
(iv) a right for the Nomination Board to decide what knowledge and competencies
are required by the board members in each case by removing the list of
knowledge and competencies to be possessed by the board members from the
Nomination Board Charter and (v) a right for the Nomination Board to receive
information on factors affecting the evaluation of independence of the members
of the Board of Directors. In conjunction with these amendments, some
additional amendments of a mainly technical nature were made.
Election of Auditor and resolution on the remuneration of the Auditor
The AGM resolved in accordance with the proposal of the Board to re-elect KPMG
Oy Ab as the company's auditor. KPMG Oy Ab has designated Authorised Public
Accountant Sixten Nyman as the Responsible Auditor.
The AGM resolved in accordance with the proposal of the Board that the
auditor's remuneration be paid according to invoicing accepted by the company.
Authorisations to repurchase and distribute the company's own shares as well as
to accept them as pledge
The AGM authorised the Board of Directors to resolve to repurchase and to
distribute the company's own shares as well as to accept them as pledge in one
or more instalments on the following conditions:
The number of shares to be repurchased or accepted as pledge by virtue of the
authorisation shall not exceed 4,000,000 shares in the company, yet always
taking into account the limitations set forth in the Companies' Act as regards
the maximum number of shares owned by or pledged to the company or its
subsidiaries. The shares may be repurchased only through public trading at the
prevailing market price on the date of repurchase by using unrestricted
shareholders' equity.
The authorisation includes the right for the Board of Directors to decide upon
all other terms and conditions for the repurchase of the company's own shares,
or their acceptance as pledge, including the right to decide on the repurchase
of the company's own shares otherwise than in proportion to the shareholders'
holdings in the company.
By virtue of the authorisation, the Board of Directors has the right to resolve
to distribute a maximum of 4,000,000 own shares held by the company. The Board
of Directors will be authorised to decide to whom and in which order the own
shares will be distributed. The Board of Directors may decide on the
distribution of the company's own shares otherwise than in proportion to the
existing pre-emptive right of shareholders to purchase the company's own
shares. The shares may be used e.g. as consideration in acquisitions and in
other arrangements as well as to implement the company's share-based incentive
plans in the manner and to the extent decided by the Board of Directors. The
Board of Directors also has the right to decide on the distribution of the
shares in public trading for the purpose of financing possible acquisitions.
The authorisation also includes the right for the Board of Directors to resolve
on the sale of the shares accepted as a pledge. The authorisation includes the
right for the Board of Directors to resolve upon all other terms and conditions
for the distribution of the shares held by the company.
The authorisations for the Board of Directors to repurchase the company's own
shares, to distribute them as well as to accept them as pledge are valid for 18
months from the close of the Annual General Meeting but will, however, expire
at the close of the next Annual General Meeting, at the latest.
The minutes of the Annual General Meeting
The minutes of the meeting will be available on www.munksjo.com/agm as from 20
April 2016, at the latest.
Decisions taken by the Board of Directors after the AGM
Election of the Chairman of the Board and the members of the permanent
committees
The organisation meeting of the Board of Directors, which was held immediately
after the General Meeting, elected Peter Seligson as Chairman and Elisabet
Salander Björklund as Vice Chairman of the Board.
The Board of Directors appointed two permanent committees, the Audit Committee
and the Remuneration Committee. The members of the Audit Committee are Elisabet
Salander Björklund (Chair), Sebastian Bondestam and Anna Ohlsson-Leijon. The
members of the Remuneration Committee are Peter Seligson (Chairman), Alexander
Ehrnrooth and Hannele Jakosuo-Jansson.
Munksjö Oyj
For further information, please contact:
Anna Selberg, SVP Communications, tel. +46 70 323 10 32
Laura Lindholm, Investor Relations Manager, tel. +46 72 703 63 36
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