ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE 28 MARCH 2019, 4.00 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 28 March 2019 approved the Financial Statements and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2018. The Meeting approved the Board of Directors' proposal to distribute funds 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 1 April 2019. The dividend will be paid on 11 April 2019.
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 six members.
In accordance with the proposal of the Shareholders Nomination Board Petri Carpén, Patrick Lapveteläinen, Carl-Magnus Månsson and Martin Johansson were re-elected as members of the Board of Directors. Petri Nikkilä and Tiina Kuusisto were elected as new members of the Board.
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 50,000 annually and that the members of the Board of Directors be remunerated EUR 35,000 annually. An attendance fee of 500 euros shall be paid per Board of Directors meeting. 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 of the Board of Directors and Nomination Board.
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.
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 1,500,000 shares in the aggregate.
The Board of Directors was also be authorised to resolve on a directed issuance of shares in the company. 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 effective for 18 months from the close of the Annual General Meeting, i.e. until 28 September 2020. The authorisation will cancel the share issue authorisation granted to the Board of Directors by the Annual General Meeting on 22 March 2018.
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 1,500,000 company's own shares, in one or several instalments.
The shares would be repurchased using the company's invested unrestricted shareholders' equity, and thus, the repurchases will reduce funds available for distribution. The shares could be repurchased for developing the company's capital structure, for financing or carrying out potential corporate acquisitions or other business arrangements, to be used as a part of the company's remuneration or incentive plan or to be otherwise transferred further, retained by the company as treasury shares, or cancelled, for example.
In accordance with the resolution of the Board of Directors, the shares could also be repurchased otherwise than in proposition to the existing shareholdings of the company as directed repurchases at the market price of the shares quoted on the trading venues where the company's shares are traded or at the price 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 28 September 2020. The authorisation will cancel the authorisation to repurchase the company's shares granted to the Board of Directors by the Annual General Meeting on 22 March 2018.
The minutes of the meeting will be available on Asiakastieto Group's Investors site at investors.asiakastieto.fi latest on 11 April 2019.
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.
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 and Martin Johansson are independent of the significant shareholders. The Board of Directors noted the Company is in compliance with recommendation 10 of the CG Code.
Helsinki, 28 March 2019
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 providers of digital business and consumer information services in the Nordic countries. The Group's products and services are primarily used for risk management, finance and administration, decision-making and sales and marketing purposes. We are operating in Finland under the brand Suomen Asiakastieto and in Sweden under the brand UC. Our pro forma annual net sales for 2018 was EUR 134 million and the number of employees was approximately 450. The Group serves several industries, the largest ones including finance and banking as well as wholesale and retail sectors and expert service companies. Asiakastieto Group is listed on Nasdaq Helsinki with the ticker ATG1V. More information about Asiakastieto Group is available at www.asiakastieto.fi and www.uc.se.