Enedo Oyj - Decisions of general meeting
Resolutions of the Annual General Meeting and organization of the Board of Enedo Plc
Enedo Plc Stock Exchange Release 24 April 2020 at 16.30
Resolutions of the Annual General Meeting and organization of the Board of Enedo Plc
The Annual General Meeting of Enedo Plc was held on 24 April 2020 in Vantaa. The Annual General Meeting adopted the financial statements of Enedo Group and Enedo Plc for the financial year 1 January 2019 - 31 December 2019 and discharged the Board of Directors and the CEO from liability for their actions in the past financial year. Further, the Annual General Meeting approved the Remuneration Policy.
DIVIDEND
The Annual General Meeting approved the proposal of the Board of Directors not to distribute any dividend for the financial period that ended on 31 December 2019.
BOARD OF DIRECTORS
The Annual General Meeting resolved on the proposal of the Shareholders’ Nomination Board that the monthly remuneration paid to the members of the Board of Directors are as follows:
Chairman of the Board of Directors 3,750 euro per month
Other members of the Board of Directors 2,000 euro per month
Chairman of the Audit Committee 750 euro per month
Travel expenses are payable against receipt.
In accordance with the proposal of Shareholders’ Nomination Board, the Annual General Meeting set the number of the members of the Board of Directors at five. Tuomo Lähdesmäki, Matti Miettunen, Taru Narvanmaa and Antti Sivula were re-elected as members of the Board of Directos and Michael Peter was elected as a new member of the Board of Directors for a period ending at the end of the Annual General Meeting 2021.
AUDITOR
Authorized Public Accountants KPMG Oy Ab was re-elected as the company's auditor. KPMG Oy Ab has informed that Authorized Public Accountant Henrik Holmbom will act as the responsible auditor. The elected auditor shall be reimbursed according to the reasonable invoice of the auditor.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF SHARES AS WELL AS
THE ISSUE OF OPTIONS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES
The Annual General Meeting resolved on the proposal of the Board of Directors to authorize the Board of Directors to, in one or more transactions, decide on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act as follows:
The number of shares to be issued based on the authorization may in total amount to a maximum of 1,686,500 shares, corresponding to approximately 20 % of all the shares in the company.
The Board of Directors decides on all the terms and conditions of the issuances of shares, options and other special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorization cancels the authorization given by the Annual General Meeting on 11 April 2019 to decide on the issuance of shares and special rights entitling to shares.
The authorization is valid until the close of the following Annual General Meeting.
ORGANIZATION OF THE BOARD
In its first meeting held after the Annual General Meeting, the Board of Directors re-elected Tuomo Lähdesmäki as Chairman of the Board of Directors and elected Taru Narvanmaa as Vice Chairman.
The Board of Directors resolved to elected Taru Narvanmaa as Chairman and Tuomo Lähdesmäki and Matti Miettunen as members of the Audit Committee.
The Board of Directors has evaluated the independence of the Board members in compliance with the recommendations of the Finnish Corporate Governance Code 2020. It is the view of the Board of Directors that all Board members are independent of the company and of its significant shareholders.
ENEDO PLC
BOARD OF DIRECTORS
For further information please contact Mr. Vesa Leino, CEO, tel. +358 40 759 8956.
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
Enedo
Enedo is a European designer and producer of high-quality electronic power supplies and systems for critical equipment even in the most demanding environments. Enedo´s mission is to make electricity better – more reliable, more secure, more energy efficient – and just right to fit its purpose. Enedo´s three main product categories are Led Drivers, Power supplies and Power Systems. In 2019 the group´s revenue was EUR 43,3 million. Enedo has 394 employees and its main functions are located in Finland, Italy, Tunisia and USA. The group´s head office is in Finland and parent company Enedo Oyj is listed on Nasdaq Helsinki Oy. www.enedopower.com