ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE 22 MARCH 2018, 4.15 P.M. EET
Decisions taken by Asiakastieto Group Plc's Annual General Meeting and Board of Directors
Asiakastieto Group Plc's Annual General Meeting on 22 March 2018 approved the Financial Statements and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2017. The Meeting approved the Board of Directors' proposal to pay a dividend of EUR 0,95 per share. The dividend will be paid to shareholders who are recorded in the company's shareholder register maintained by Euroclear Finland Ltd. The record date is 26 March 2018. The dividend will be paid on 4 April 2018.
DECISIONS TAKEN BY ASIAKASTIETO GROUP PLC'S ANNUAL GENERAL MEETING
Board of Directors and Auditor
In accordance with the proposal of the Shareholders Nomination Board, the Annual General Meeting resolved that the Board of Directors will consist of five members.
In accordance with the proposal of the Shareholders Nomination Board Petri Carpén, Bo Harald, Patrick Lapveteläinen, Carl-Magnus Månsson and Anni (Anna-Maria) Ronkainen were re-elected as members of the Board of Directors.
In accordance with the proposal of the Shareholders Nomination Board, the Annual General Meeting resolved that the Chairman of the Board of Directors be remunerated EUR 40,000 annually and that the members of the Board of Directors be remunerated EUR 25,000 annually. No separate remuneration for attendance to meetings of the Board of Directors will be paid. For attending the Board Committee meetings, the Chairmen of the Committees will be remunerated EUR 500 per meeting and the Committee members shall be remunerated EUR 400 per meeting. The members of the Shareholders' Nomination Board will not be remunerated. Reasonable travel expenses for attending the meetings will be reimbursed to the members.
PricewaterhouseCoopers Oy, Authorized Public Accountants firm, was re-elected as the company's auditor. PricewaterhouseCoopers Oy has notified the company that Authorised Public Accountant Martin Grandell would be the auditor-in-charge. The remuneration of the auditor will be paid according to the reasonable invoice approved by the Board of Directors' Audit Committee.
Articles of the Association
Annual General Meeting approved that articles regarding the auditor and the notice to the General Meeting in the Articles of Association be amended as follows due to amendments in the Auditing Act as well as the Finnish Companies Act:
The auditor of the company shall be an audit firm approved by the Patent and Registration Office.
10 Notice to convene a General Meeting of Shareholders
The notice to convene a General Meeting shall be published on the company's website no more than three months before the General Meeting record date (eight working days before the General Meeting) and at the latest three weeks before the General Meeting, however, always at least nine days before the said record date.
Authorising the Board of Directors to resolve on the issuance of shares
Annual General Meeting authorized the Board of Directors to resolve on one or more issuances, which contain the right to issue new shares or dispose of the shares in the possession of the company. The authorisation would consist of up to 1,000,000 shares in the aggregate. Authorising the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors was authorised to decide on a directed issue. The authorisation is proposed to be used for material arrangements from the company's point of view, such as financing or implementing business arrangements or investments or for other such purposes determined by the Board of Directors in which case a weighty financial reason for issuing shares would exist.
The Board of Directors was authorised to resolve on all other terms and conditions of the issuance of shares, including the payment period, grounds for the determination of the subscription price and subscription price or allocation of shares free of charge or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting, i.e. until 22 September 2019. The authorisation will cancel the share issue authorisation granted to the Board of Directors by the Annual General Meeting on 30 March 2017.
Authorising the Board of Directors to decide on the repurchase of the company's own shares
Annual General Meeting authorized the Board of Directors to decide on the repurchase of maximum of 1,000,000 company's own shares, in one or several instalments.
The shares will be repurchased with the company's unrestricted shareholders' equity, and the repurchases will reduce funds available for distribution of profits. The shares can be repurchased for example to develop the company's capital structure, carry out or finance potential corporate acquisitions or other business arrangements, to be used as a part of the company's incentive programme or to be otherwise conveyed further, retained as treasury shares, or cancelled.
Shares may be repurchased in accordance with the resolution of the Board of Directors also in a proportion other than in which shares are owned by the shareholders (directed acquisition), using funds belonging to the company's unrestricted equity and at the market price of the shares quoted on regulated market organized by Nasdaq Helsinki Ltd or otherwise established on the market at the time of the repurchase.
The Board of Directors will decide how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. According to the authorisation, the Board of Directors decides on all other matters related to the repurchase of the shares. The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting, i.e. until 22 September 2019. The authorisation will cancel the authorisation to repurchase the company's shares granted to the Board of Directors by the Annual General Meeting on 30 March 2017.
The minutes of the meeting will be available on Asiakastieto Group's Investors site at investors.asiakastieto.fi latest on 5 April 2017.
DECISIONS BY THE BOARD OF DIRECTORS
The organizational meeting of the Board of Directors elected among its members Patrick Lapveteläinen as Chairperson of the Board of Directors and Bo Harald as Vice-Chairperson of the Board of Directors.
The Board of Directors has in its organization meeting evaluated the independence of the Directors according to the Finnish Corporate Governance Code. The Board noted that all members of the Board are independent of the Company and all except Patrick Lapveteläinen are independent of the significant shareholders. The Board of Directors noted the Company is in compliance with recommendation 10 of the CG Code.
Helsinki, 22 March 2018
ASIAKASTIETO GROUP PLC
The Board of Directors
For further information:
Jukka Ruuska, CEO
tel. +358 10 270 7111
Nasdaq Helsinki Ltd
Asiakastieto Group is one of the leading Finnish providers of business and consumer information services. The Group's products and services are primarily used for risk management, finance and administration, decision-making and sales and marketing purposes. At the end of 2017, the Group had around 19 500 clients, of which 10 500 were contractual clients. The Group serves several industries, the largest ones including finance and banking as well as wholesale and retail sectors and expert service companies. In 2017, the Group's net sales were EUR 56,2 million and it had 156 employees at the end of 2017. Asiakastieto Group is listed on Nasdaq Helsinki with the ticker ATG1V. More information about Asiakastieto Group is available at www.asiakastieto.fi.