Annual General Meeting 30.03.2017
In the Annual General Meeting of Plc Uutechnic Group Oyj, held on 30 March 2017 in Helsinki, it was resolved as follows:
It was resolved to adopt the financial statements and the consolidated financial statements for the period 1 January 2016 – 31 December 2016 and to discharge the members of the Board of Directors and the Chief Executive Officer from liability for the fiscal year ended on 31 December 2016.
It was resolved that in accordance with the proposal of the Board of Directors no dividend shall be paid and the profit for the period 1 January 2016 – 31 December 2016 shall be transferred to the retained earnings account.
It was resolved to elect Sami Alatalo, Hannu Kottonen, Kristiina Lagerstedt ja Jouko Peräaho to continue as the members of the Board of Directors. Hannu Kottonen and Kristiina Lagerstedt are independent from the Company and the notable shareholders of the Company. It was resolved that the elected Board members shall be paid during their next term as follows: 36 000 euros to the Chairman of the Board and 22 000 euros to other members of the Board. In addition to the yearly remuneration, no other remuneration is provided to the members of the Board (i.e. attendance allowance). If a member of the Board or the Chairman of the Board is a full-time employee for the Company, this person cannot receive remuneration set for these positions in the Board.
It was resolved to nominate as the auditor, to serve until the end of the following Annual General Meeting, the company’s current auditor, public auditing firm Ernst & Young Oy, which has declared that it intends to appoint Osmo Valovirta, CPA, as chief auditor. It was resolved that the remuneration of the auditor would be paid according to the invoice.
It was resolved, to authorize the Board to decide on an issue of new shares as well as other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10 000 000, including shares to be issued based on the special rights. The authorization entitles the Board to decide about all terms of the share and special rights offerings, including the right to deviate from the right of pre-emption of shareholders. The authorization shall last until the next Annual General Meeting, unless the General Meeting decides to change or cancel the authorization prior to this date. This authorization revokes all the other unused share issue authorizations that have been given prior to this.
It was resolved that the right to the shares incorporated in the book-entry system and the rights that the shares carry have been forfeited with regard to the 3 480 shares being on the joint book-entry account in the name of the company and opened on the behalf of the shareholders whose rights have not been declared for registration during the registration period. The provisions on treasury shares shall be applied to the forfeited shares. The total amount of treasury shares of the company after the resolution is 3 480 shares.