Stock Exchange Release
The Annual General Meeting of
The Annual General Meeting approved all proposals made by the Shareholders' Nomination Board and the Board of Directors to the Annual General Meeting.
ADOPTION OF THE FINANCIAL STATEMENTS
The Annual General Meeting resolved to adopt the financial statements, which include the consolidated financial statements, for the financial period 1 January 2023-31 December 2023.
RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE DISTRIBUTION OF FUNDS
The Annual General Meeting resolved that the result for the financial period
In addition, the Annual General Meeting resolved to authorize the Board of Directors to decide on the distribution of funds to shareholders from the invested unrestricted equity reserve as a return of capital of at most
DISCHARGE FROM LIABILITY
The Annual General Meeting resolved to discharge all persons that had acted as members of the Board of Directors or as CEO from liability for the financial period 1 January 2023-31 December 2023.
CONSIDERATION OF THE REMUNERATION REPORT FOR GOVERNING BODIES
The Annual General Meeting approved the remuneration report for the Company's governing bodies for 2023. The resolution is advisory in accordance with the Finnish Companies Act.
AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
The Annual General Meeting resolved to amend Article 5 and Article 8 of the Articles of
"5. The company has a Board of Directors which consists of a minimum of three (3) and a maximum of eight (8) ordinary members. The Board members' term of office ends at the close of the first Annual General Meeting following their election."
"8. The Annual General Meeting shall be held annually on a date determined by the Board of Directors, within six months from the end of the financial period.
At the Annual General Meeting shall be
presented
1. the financial statements, including the income statement and the balance sheet
2. the report of the Board of Directors
3. the auditor's report
4. the remuneration report
decided
5. the adoption of the financial statements
6. the use of the profit shown on the balance sheet
7. the discharge of the members of the Board of Directors and the Managing Director from liability
8. the adoption of the remuneration report
9. the remuneration of the members of the Board of Directors and the auditor
10. the number of members of the Board of Directors
elected
11. the members of the Board of Directors
12. the auditor, who is an authorised public accountant, or an accounting firm, whose principal auditor must be an authorised public accountant.
13. the CSRD assurance provider, which must be a sustainability auditing firm, and the key sustainability partner named by which must be a sustainability reporting auditor."
RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
The Annual General Meeting resolved that the following annual remuneration shall be paid to the members of the Board of Directors:
- annual fee of
EUR 42,000 for the Chair -
annual fee of
EUR 32,000 for the Vice Chair -
annual fee of
EUR 27,000 for each member
In addition, the Annual General Meeting resolved that the following meeting fees for each meeting of the Board of Directors and committees shall be paid:
EUR 1,000 for Chairs of the Board of Directors and committeesEUR 500 for other members.
Furthermore, travel expenses are reimbursed in accordance with the Company's current travel reimbursement policy.
NUMBER OF MEMBERS AND ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS
The Annual General Meeting resolved that the number of ordinary members of the Board of Directors shall be eight (8) and that the term of office of the new members of the Board of Directors will begin after the amendment of the Articles of Association has been entered in the
The Annual General Meeting resolved to re-elect
ELECTION AND REMUNERATION OF THE AUDITOR
The Annual General Meeting resolved that auditing firm
In addition the Annual General Meeting resolved that auditing firm
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AS WELL AS THE ISSUANCE OF OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES
The Annual General Meeting resolved to authorize the Board of Directors to decide on a paid share issue and on granting option rights and other special rights entitling to shares as set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the com-bination of some of the aforementioned instruments in one or more tranches on the following terms and conditions:
A maximum of 1 649 250 new and/or treasury shares of the Company (including shares to be issued based on special rights) may be issued under the authorization. Within the limits of the authorization, the Board of Directors is given the right to decide on all terms and conditions for issuing shares and granting option rights and other special rights entitling to shares.
The Board of Directors is authorized to decide on the recording of the subscription price either as a share capital increase, or fully or partly in the reserve for invested unrestricted equity. A share issue and the issuance of special rights entitling to shares may also take place as a directed issue in deviation of the shareholder's pre-emptive right if the Company has a weighty financial reason for this under the Limited Liability Companies Act (directed issue). In that case, the authorization can be used to finance corporate acquisitions or other investments that are part of the Company's business, to maintain and increase the Group's solvency, to implement an incentive scheme, and to expand the ownership base and develop the capital structure.
The authorization does not revoke the authorization granted by the Company's Extraordinary General Meeting on
The authorization is valid until the close of the next Annual General Meeting, but no longer than until
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE AND/OR ON THE ACCEPTANCE AS PLEDGE OF THE COMPANY'S OWN SHARES
The Annual General Meeting authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares under the following conditions:
A maximum of 824 630 shares may be repurchased and/or accepted as pledge.
The shares will be purchased in trading organized by
Own shares may be repurchased and/or accepted as pledge in deviation from the sharehold-ers' proportional holdings (directed repurchase and/or directed acceptance as pledge). The repurchase of shares reduces the Company's unrestricted equity. The Board of Directors decides on the manner in which the shares are repurchased/or accepted as pledge.
The authorization is valid until the close of the next Annual General Meeting, but no longer than until
MINUTES OF THE ANNUAL GENERAL MEETING
The minutes of the Annual General Meeting shall be available on the Company's website on
ORGANIZING MEETING OF THE BOARD OF DIRECTORS
The Board of Directors, which convened after the Annual General Meeting, elected
In its organizational meeting, the Board of Directors decided to establish, from among its members, a Strategy Committee who assists the Board of Directors in decisions regarding
The Board of Directors has assessed the independence of its members and concluded that all Board members are independent of the company. In addition, all members except for
Board of Directors
More information:
Phone: +358 40 043 7515
Email: tommi.manninen@enersense.com
DISTRIBUTION:
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www.enersense.com
https://news.cision.com/enersense-international-oyj/r/resolutions-of-enersense-international-plc-s-annual-general-meeting-and-the-organizing-meeting-of-th,c3956781
https://mb.cision.com/Main/17026/3956781/2712743.pdf
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