Posti Group Corporation | Stock Exchange Release | April 15, 2026 at 6.00 p.m.
EEST
The Annual General Meeting of Posti Group Corporation was held on April 15, 2026
at the Marina Congress Center, Helsinki, Finland. The Annual General Meeting
adopted the Financial Statements and the Consolidated Financial Statements for
2025 and discharged the members of the Board of Directors and Supervisory Board
as well as the CEO and the deputy CEO of the Company from liability for the
financial year 2025. The Annual General Meeting also resolved to adopt the
Remuneration Report for governing bodies as well as the Remuneration Policy for
governing bodies.
The use of profit shown on the balance sheet and the distribution of dividend
The Annual General Meeting resolved in accordance with the proposal of the Board
of Directors that a dividend of EUR 0.84 per share be paid based on the balance
sheet adopted for the financial year 2025. This corresponds to an aggregate
dividend of approximately EUR 34 million for the Company's 40,500,000 registered
shares. The dividend will be paid in two instalments.
The first dividend instalment of EUR 0.42 per share will be paid to shareholders
registered in the Company's shareholder register maintained by Euroclear Finland
Oy on the record date of April 17, 2026. The payment date for the first dividend
instalment is April 24, 2026. The second dividend instalment of EUR 0.42 per
share will be paid to shareholders registered in the Company's shareholder
register maintained by Euroclear Finland Oy on the record date of October 19,
2026. The payment date for the second dividend instalment is October 26, 2026.
Remuneration of the members of the Board of Directors
In accordance with the proposals of the Shareholder's Nomination Board, the
Annual General Meeting resolved that the annual remuneration of the members of
the Board of Directors shall be as follows:
· The annual remuneration of the members of the Board of Directors for the
term of office is EUR 58,000 to the Chair; EUR 34,000 to the Deputy Chair of the
Board of Directors; EUR 34,000 to the Chair of the Committees if he or she does
not simultaneously act as the Chair or Deputy Chair of the Board of Directors;
and EUR 28,000 to a member of the Board of Directors.
· In addition to the annual remuneration, meeting fees will be paid for
attendance at Board or Committee meetings as follows: EUR 1,000 for each meeting
attended in the country of residence; EUR 2,000 for each meeting attended
outside the country of residence; EUR 1,000 for a meeting attended remotely. A
meeting fee will not be paid for resolutions that are confirmed in writing
without holding a meeting.
The travel expenses of the members of the Board of Directors will be reimbursed
in accordance with the company's travel policy. Part of the fixed annual
remuneration will be paid in Posti Group Corporation shares acquired from the
market as follows: Approximately 40% of the fixed annual fee would be paid in
shares and the remainder in cash. The shares will be acquired on behalf and in
the name of the Board members within two weeks starting from the first trading
day on Nasdaq Helsinki following the publication of Posti Group Corporation
interim report for January 1 - March 31, 2026. If the shares cannot be acquired
and/or delivered due to reasons related to the company or the Board members, the
shares will be acquired later, or the fixed annual fee will be paid entirely in
cash. The Company will bear the cost and the transfer tax, if any, arising from
the purchase of shares. The meeting fees will be paid entirely in cash.
Board of Directors, Auditor and Sustainability Reporting Assurer
Sanna Suvanto-Harsaae was elected as the Chair of the Board of Directors and
Jukka Leinonen as the Deputy Chair. In addition, Raija-Leena Hankonen-Nybom,
Frank Marthaler, Tuomas Mäkipeska, Minna Pajumaa and Stefan Svensson were
elected as members of the Board of Directors.
PricewaterhouseCoopers Oy, a firm of authorized public accountants, was elected
as the Company's auditor and the assurance officer of the Company's
sustainability reporting for the financial year 2026, and Samuli Perälä, APA,
ASA will continue as the lead audit partner as well as the principally
responsible sustainability reporting assurer.
The remunerations for the auditor and the sustainability reporting assurer are
paid according to their reasonable invoices approved by the Audit, Risk and
Sustainability Committee.
Authorization to repurchase the Company's own shares
The Annual General Meeting authorized the Board of Directors to decide on the
repurchase of the company's own share as follows.
The aggregate maximum number of shares that may be repurchased in one or several
resolutions based on the authorization shall not exceed 735,000 shares, which
corresponds to approximately 1.81% of all the Company's registered shares.
The repurchases of shares will be made using the Company's unrestricted equity
only, and at price based on the market price at the securities markets or a
price otherwise formed in a competitive process. The Board shall resolve all
matters related to the repurchases under the authorization.
The shares may be repurchased either through an offer to all shareholders on
equal terms or through other means and otherwise than in proportion to the
existing shareholdings of the Company's shareholders (directed repurchases).
Shares may be repurchased to be used in the Company's incentive programs.
Repurchased shares could also be held to be reissued, transferred further, or
used for other purposes resolved by the Board. The authorization covers also
taking the company's shares as a pledge. Derivatives customary on the capital
market may be used for acquiring shares.
The authorization is valid until the end of the Annual General Meeting 2027,
however no longer than until October 15, 2027.
Authorization to resolve on the issuance of shares
The Annual General Meeting authorized the Board of Directors to resolve on the
issuance of shares as follows.
The aggregate maximum number of shares that may be issued in one or several
resolutions based on the authorization shall not exceed 735,000 own shares,
which corresponds to approximately 1.81% of all the Company's registered shares.
The Board shall resolve all the terms and conditions of a share issue, including
to whom, at what price and in which manner the shares are issued. The
authorization covers issuance of the own shares held by the Company only, and
the shares may be issued against consideration or without consideration.
The shares may be issued to all the shareholders in proportion to their existing
shareholdings in the Company, or in a directed share issue, deviating from the
shareholders' pre-emptive subscription rights, if there is a weighty financial
reason for doing so such as to potential mergers or acquisitions, to finance
investments or other business-related transactions, to develop the Company's
capital structure, or to be used in connection with the Company's incentive
programs.
The authorization is valid until the end of the Annual General Meeting 2027,
however no longer than until October 15, 2027.
Authorization to resolve on donations
The Annual General Meeting authorized the Board of Directors to decide on
granting donations of up to a total amount of EUR 100,000, in one or several
instalments, for charitable or other similar purposes of general interest. The
Board of Directors is authorized to decide on all matters relating to such
donations, including the recipients, the purposes of use and other terms. The
authorization is valid until the close of the Annual General Meeting 2027.
The minutes of the Annual General Meeting will be available on Posti's website
at www.posti.com no later than April 29, 2026.
Decisions of the Board's constitutive meeting
At its constitutive meeting held after the Annual General Meeting on April 15,
2026, the Board of Directors of Posti Group Corporation elected from among its
members the following members of the Committees:
Audit, Risk and Sustainability Committee: Chair Raija-Leena Hankonen-Nybom,
Frank Marthaler, Tuomas Mäkipeska and Minna Pajumaa
Personnel Committee: Chair Sanna Suvanto-Harsaae, Jukka Leinonen and Stefan
Svensson
Strategy Committee: Chair Sanna Suvanto-Harsaae, Raija-Leena Hankonen-Nybom,
Jukka Leinonen and Minna Pajumaa.
In addition, the Board of Directors resolved that Satu Ollikainen, a
representative of Posti's personnel, elected by the personnel and the
Shareholders' Nomination Board, will participate in the Board meetings. The
Employee representative is entitled to the same meeting fee as the Board members
based on his/her attendance.
Posti Group Corporation
Further information for investors and analysts: Marja Mäkinen, Head of Investor
Relations, tel. +358 40 671 2999, marja.makinen@posti.com
Further information for the media: MediaDesk tel. 020 452 3366,
viestinta@posti.com
Posti Group Corporation in brief
Posti is one of the leading delivery and fulfillment companies in Finland,
Sweden, and the Baltics. We make our customers' everyday lives smoother with a
wide range of services, which include parcels, freight, and postal services as
well as warehouse, fulfillment, and logistics services. Our goal is to transport
completely fossil-free throughout the value chain by 2030 and zero our own
emissions by 2040. Our net sales in 2025 amounted to EUR 1,447.6 million and we
have approximately 13,700 employees. Posti Group's shares are listed on the
Nasdaq Helsinki official list in Finland. www.posti.com