ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE 25 MAY 2018, 3.20 P.M. EEST
Decisions taken by Asiakastieto Group Plc's Extraordinary General Meeting
The Extraordinary General Meeting of Asiakastieto Group Plc was held in Helsinki, Finland, today on Friday 25 May 2018. In order to implement the transaction ("Transaction") described in the company's stock exchange release published on 24 April 2018, the Extraordinary General Meeting decided, as proposed by the Board of Directors, to authorize the Board of Directors to decide on the issuance of shares for the purposes of the directed share issue (the "Directed Share Issue") as well as to elect two new Board members of the company and to amend the charter of the Shareholder's Nomination Board, conditional upon the completion of the Transaction, all as further set out below.
RESOLUTIONS RELATING TO THE ACQUISITION OF UC AB'S OUTSTANDING SHARES
Authorizing the Board of Directors to decide on the Directed Share Issue
Extraordinary General Meeting authorized the Board of Directors to decide on the issuance of new shares in deviation from the shareholders' pre-emptive rights by way of a directed issue.
The Directed Share Issue shall be directed to the current shareholders of UC AB pro rata to the respective number of ordinary shares of UC AB sold in the Transaction. The number of shares to be issued in the Directed Share Issue shall not exceed 8,828,343, which corresponds to approximately 58.5 percent of all the current shares in Asiakastieto, and would correspond to approximately 36.9 percent of all shares in Asiakastieto following the completion of the Transaction.
The Board of Directors decides on all other conditions of the Directed Share Issue, including the grounds for determining the subscription price and the subscription price as well as that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorization is valid until 31 December 2018. As approved by the Extraordinary General Meeting, the proposed authorization will not revoke the authorization of the Board of Directors to decide on the issuance of shares as granted by the Annual General Meeting on 22 March 2018.
Asiakastieto will seek listing of the shares issued in the Directed Share Issue on the main market of Nasdaq Helsinki conditional upon the completion of the Transaction.
Resolution on the Number of Members of the Board of Directors and the election of Members of the Board of Directors
In accordance with the proposal of the Board of Directors, the Extraordinary General Meeting resolved, conditional upon the completion of the Transaction, that the number of members of the Board of Directors to be seven and that two new members of the Board of Directors be elected.
Martin Johansson and Nicklas Ilebrand were elected as new members of the Board of Directors, both of them for a term that will start on the date of closing of the Transaction as set forth in the agreement concerning the Transaction and continue until the close of the next Annual General Meeting.
The new members of the Board of Directors shall be paid annual fees in proportion to the length of their term of office. A member of the Board of Directors may decide to decline the annual fees and/or meeting fees payable by the company.
Amendment of the Charter of the Shareholders' Nomination Board
In accordance with the proposal of The Board of Directors the Extraordinary General Meeting resolved, conditional upon the completion of the Transaction, to amend the Charter of the Shareholders' Nomination Board. The amendments concern the date, whereby the representatives to be elected to the Nomination Board and largest shareholders are determined.
"Section 2 Composition and Election of the Nomination Board" of the Charter of the Shareholder's Nomination Board is amended so that three of the members of the Nomination Board represent the Company's three largest shareholders who, on 30 September preceding the next Annual General Meeting, hold the largest number of votes calculated of all shares in the Company.
"Section 2.1 Largest shareholders and their rights" is amended so that the largest shareholders of the Company on 30 September are determined on the basis of the shareholders' register of the Company held by Euroclear Finland Ltd, and holdings of a shareholders, who has flagging obligation, will be summed up when calculating the share of all the voting rights, provided that the shareholder presents a written request to that effect to the Chairperson of the Company's Board of Directors no later than on 29 September preceding the next Annual General Meeting.
In accordance with the proposal of the Board of Directors the Extraordinary General Meeting also resolved, conditional upon the completion of the Transaction, that in deviation from the new dates proposed above that in 2018 the largest shareholders of the Company, for the purposes of Sections 2 and 2.1 of the Shareholders' Nomination Board Charter, would be determined as at 9 November 2018, and, for the purposes of paragraph 2 of Section 2.1, the written request for aggregation of holdings should be presented no later than on 8 November 2018.
The minutes of the meeting will be available on Asiakastieto Group's Investors site at investors.asiakastieto.fi latest on 8 June 2017.
Helsinki, 25 May 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.