Adapteo Plc Regulatory Press Release 23 April 2020 at 2:30 p.m. CEST
Adapteo Plc’s (Adapteo) Annual General Meeting (AGM) was held today 23 April 2020 in Helsinki. The AGM adopted the Financial Statements, the Report of the Board of Directors’ and the Auditor’s Report for the financial year 2019 and discharged the members of the Board of Directors as well as the President & CEO from liability for the financial year 2019. Furthermore, the AGM made the following resolutions.
The AGM resolved that no dividend be distributed based on the balance sheet adopted for the financial year 2019.
The AGM adopted the Remuneration Policy for the governing bodies.
The AGM resolved that the members of the Board of Directors shall be paid the following remuneration: To the Chairman of the Board of Directors EUR 92,500 per year and to each other member of the Board of Directors EUR 37,500 per year.
The member of the Board of Directors elected Chairman of the Audit Committee shall receive an additional compensation of EUR 15,000 per year and each other member of the Audit Committee EUR 7,500 per year. The member of the Board of Directors elected Chairman of the Remuneration Committee shall receive an additional compensation of EUR 10,000 per year and each other member of the Remuneration Committee EUR 5,000 per year. The total fee for the services of the Audit Committee and the Remuneration Committee shall not exceed EUR 50,000.
The remuneration is paid in cash. Furthermore, it was resolved that the Board of Directors shall adopt a policy on Board member share ownership. The policy should entail that Board members who do not already have such a holding of Adapteo shares are under a four-year (4) period from the start of their directorship expected to acquire Adapteo shares to a total market value which equals at least one year’s Board fees before taxes, excluding any Committee compensation. The Nomination Committee will as part of its process annually follow up on the Board members’ shareholding and evaluate if it is according to the policy. Reasonable travel expenses will be refunded in accordance with an invoice.
The AGM resolved that the number of members of the Board of Directors shall be seven (7). All current members of the Board of Directors, i.e., Peter Nilsson as the Chairman and Carina Edblad, Outi Henriksson, Andreas Philipson and Joakim Rubin, were re-elected as members of the Board of Directors. Sophia Mattsson-Linnala and Ulf Wretskog were elected as new members of the Board of Directors. The term of office of all members of the Board of Directors of Adapteo will expire at the end of the AGM 2021.
The AGM re-elected the firm of authorised public accountants KPMG Oy Ab as the Auditor of the company, with Authorised Public Accountant Toni Aaltonen as the responsible auditor. The Auditor shall be paid reasonable remuneration in accordance with an invoice approved by the company.
The AGM authorized the Board of Directors to resolve on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10 of the Finnish Companies Act as follows:
Under the authorization, a maximum of 4,500,000 shares can be issued, which would correspond to approximately 10 percent of all Adapteo’s shares at the time of this proposal. The shares or special rights entitling to shares can be issued in one or more tranches, either against or without payment. The shares issued under the authorization can be new shares or shares in Adapteo’s possession.
The authorization can be used for the financing or execution of acquisitions or other business arrangements, to strengthen the balance sheet and financial position of the company, for implementing the company’s share-based incentive plans, or for other purposes determined by the Board of Directors.
Under the authorization, the Board of Directors may resolve upon issuing new shares, without consideration, to Adapteo itself. However, Adapteo, together with its subsidiaries, may not at any time own more than 10 percent of all shares in Adapteo.
The Board of Directors is authorized to resolve on all terms for share issues and granting of special rights entitling to Adapteo shares. The Board of Directors is authorized to resolve on a directed share issue and issuance of special rights entitling to shares in deviation from the shareholders’ pre-emptive right, provided that there is a weighty financial reason for Adapteo to do so.
The authorization is valid until the end of the next AGM, however, no longer than until 30 June 2021. The authorization shall revoke previous unused share issue authorizations.
The AGM authorized the Board of Directors to resolve on the acquisition of Adapteo’s own shares and on the acceptance as pledge of Adapteo’s own shares as follows:
The total number of own shares to be acquired or accepted as pledge shall not exceed 100,000 shares in total. Adapteo together with its subsidiaries may not at any moment own and/or hold as pledge more than 10 percent of all the shares in Adapteo. Only the unrestricted equity of Adapteo can be used to acquire own shares on the basis of the authorization.
Own shares can be acquired, in one or several instalments, at a price formed in public trading on the regulated market on which Adapteo’s shares are traded on the date of the acquisition or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be acquired and accepted as pledge. Own shares can be acquired using derivatives, among other things. Own shares can be acquired otherwise than in proportion to the shareholdings of the shareholders (directed acquisition).
Own shares can be acquired and accepted as pledge to, among other things, limit the dilutive effects of share issues carried out in connection with possible acquisitions, to develop Adapteo’s capital structure, to be transferred in connection with possible acquisitions, to be used in incentive arrangements or to be cancelled, provided that the acquisition is in the interest of Adapteo and its shareholders.
The authorization is valid until the end of the next AGM, however no longer than until 30 June 2021. The authorization shall revoke previous unused authorizations regarding acquisition of Adapteo’s own shares and on acceptance as pledge of Adapteo’s own shares.
The minutes of the AGM will be available on the company’s website https://www.adapteogroup.com/ as from 7 May 2020, at the latest.
In its organisation meeting held after the AGM, the Board of Directors decided to establish and appoint from among its members the following members to its committees:
Audit Committee: Outi Henriksson (Chairman), Joakim Rubin and Ulf Wretskog.
Remuneration Committee: Peter Nilsson (Chairman), Andreas Philipson and Carina Edblad.
For additional information, please contact
Erik Skånsberg, CFO, +46 70 264 70 35, firstname.lastname@example.org