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TAALERI PLC STOCK EXCHANGE RELEASED APRIL 6, 2022 AT 11:45 AM (EEST)
Taaleri Plc Annual General Meeting Decisions 2022 and organization of the board of directors
Decisions of the annual general meeting of Taaleri Plc
Taaleri Plc’s Annual General Meeting was held today in Helsinki. The General Meeting approved the financial statements for the 2021 financial year, discharged the members of the Board of Directors and the CEOs and adopted the Remuneration Report for the corporate bodies.
Decide on the distribution of dividends
The General Meeting decided, on the proposal of the Board of Directors, that a dividend of EUR 1.20 per share be paid on the basis of the balance sheet adopted for the financial year ended December 31, 2021. The dividend will be paid to the shareholders who, in the dividend register dated 8 April 2022 are entered as shareholders in the company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend must be paid on April 20, 2022.
Decide on the remuneration of the members of the Board of Directors
The General Meeting decided that the members of the Board of Directors receive an annual remuneration as follows:
- Chairman of the Board EUR 55,000 per year
- Vice-Chairman of the Board of Directors EUR 41,000 per year
- Chairman of the Audit Committee EUR 41,000 per year
- Member of the Board of Directors EUR 35,000 per year
The General Meeting decided that the members of the Audit Committee would receive an attendance fee of EUR 1,000 from the Chairman of the Audit Committee and EUR 500 from all the other members of the Audit Committee.
The annual remuneration will cover the entire mandate and work of the Committee.
The General Assembly also decided that members’ travel and accommodation expenses are paid by invoice when the meeting of the Board of Directors and the Committees takes place away from the members’ homes.
Decide on the number of members and board members
The General Assembly decides that the number of members of the Board of Directors is set at six (6).
Current board members Elina Björklund, Petri Castrén, Juhani Elomaa, Hanna Maria Sievinen and Tuomas Syrjänen were re-elected to the board. Additionally, Jouni Takakarhu was elected as a new Board member.
Election of the Presidentthe person and deputy chairthe person from the administration board
The general meeting decided to elect Juhani Elomaa as chairman of the board of directors and Hanna Maria Sievinen as vice-chairman.
Selection of the auditor and decision on his remuneration
The General Meeting decided that Ernst & Young Oy, a firm of chartered accountants, would be re-elected as the company’s statutory auditor for a term ending at the end of the next Annual General Meeting. Ernst & Young Oy has announced that Johanna Winqvist-Ilkka, Chartered Accountant, will act as lead auditor.
The General Meeting has decided that the statutory auditor’s remuneration will be paid on the basis of invoices approved by the company.
Authorisation the board of directors to decide on the purchase of the company’s own shares
The General Meeting decided to authorize the Board of Directors to decide on the buyback of the company’s own shares by means of assets belonging to the free capital under the following conditions:
Up to 2,000,000 shares may be redeemed, corresponding to 7.05% of all company shares. Redemption can be made in one or more instalments.
The purchase price per share will be the price quoted on the Helsinki Stock Exchange or another market-based price.
Shares may be redeemed to expand the Company’s capital structure, finance or implement corporate acquisitions, investments or other arrangements related to the Company’s business activities, be used in connection with the profit-sharing of the company or be canceled if this is justified from the point of view of the company and its shareholders.
The authorization given includes the right to decide whether the shares will be repurchased within the framework of a private placement or in proportion to the shares held by the shareholders. The takeover can only take place by private placement if there is an important financial reason from the point of view of the company.
The board of directors has the right to decide on other matters concerning the redemption of shares.
This authorization is valid for 18 months from the closing date of the General Meeting.
This authorization cancels the authorization to purchase treasury shares of the company given by the General Meeting of March 25, 2021.
Authorisation the board of directors decides on the issue of shares and the issue of option rights and other special rights giving right to shares
The General Meeting decided to authorize the Board of Directors to decide on the issue of new shares and the allocation of own shares held by the company and/or the issue of option rights or other special rights giving access to shares, as referred to in Chapter 10, section 1 of the Finnish Companies Act, under the following terms:
The Board of Directors may issue new shares and allocate treasury shares held by the company within the limit of 2,500,000 shares, corresponding to 8.82% of all of the company’s shares.
The new shares may be issued and the own shares held by the company may be transferred and/or option rights or other special rights giving right to shares may be allocated to the shareholders of the company in proportion to their holding of shares or derogating from the shareholder’s preference. right to subscribe to a private placement, if there is an important financial reason from the point of view of the company, such as the use of the shares in consideration for possible business acquisitions or other arrangements forming part of the activity of the company, or to finance investments or within the framework of profit-sharing of the company.
The Board of Directors may also decide to issue free shares for the benefit of the company itself.
The new shares and/or the option rights or other special rights giving right to the shares may be issued and the shares owned by the company may be transferred either for consideration or free of charge. A private placement can only be without remuneration if there is a particularly important reason from the company’s point of view and taking into account the interests of all its shareholders.
The Board of Directors will decide on all other elements related to the issue and allocation of shares and will decide on all the terms and conditions of the option rights and other special rights giving right to the shares.
The authorization is valid until the end of the next Ordinary General Meeting, but no later than June 30, 2023.
This authorization terminates the authorization to issue shares issued by the General Meeting of March 25, 2021.
The maximum ratio between the fixed and variable elements of the remuneration
The General Meeting has decided that a maximum ratio limit of 200% concerning the ratio between the fixed and variable elements of the remuneration as decided by the General Meeting of February 28, 2017 will not be applied to employees of Taaleri Plc or of its subsidiaries.
The decisions regarding the organization of the Board of Directors of Taaleri Plc
Hanna Maria Sievinen, Petri Castrén and Jouni Takakarhu were elected members of the audit committee of the board of directors. The board of directors elected Hanna Maria Sievinen as chair of the audit committee.
Juhani Elomaa, Tuomas Syrjänen and Elina Björklund were elected as members of the remuneration committee of the board of directors. The Board elected Juhani Elomaa Chairman of the Compensation Committee.
Taaleri in a nutshell
Taaleri is a Nordic investment and asset manager specializing in renewable energy and other alternative investments. We channel capital into economically profitable businesses that have a lasting positive impact on the environment and society. We have been a signatory to the United Nations Principles for Responsible Investment (UNPRI) since 2010 and joined the Net Zero Asset Managers initiative in 2021. Taaleri’s vision is to be a Nordic pioneer in alternative investments focused on durability.
Taaleri has two business lines: Private Asset Management and Strategic Investments. Private Asset Management includes renewable energy, real estate and bio-industry companies. The Strategic Investments segment includes Garantia Insurance Company Ltd.
Taaleri has €2.2 billion in assets under management in its private equity funds and co-investments. The company has approximately 120 employees. Taaleri Plc is listed on Nasdaq Helsinki.
Siri Markula, Communication and IR Manager, tel. +358 40 743 2177, [email protected]