Consti Plc Stock Exchange Release 4 April 2023 at 5.00 p.m. EEST
Resolutions of the Annual General Meeting of Consti Plc on 4 April 2023
The Annual General Meeting of Consti Plc, which was held today, on 4 April 2023, adopted the financial statements for financial period 2022, discharged the members of the Board of Directors and the CEO from liability for the financial period 2022 and adopted the company’s renumeration report for governing bodies.
The General Meeting resolved that a dividend of EUR 0.60 per share for the financial year 2022 shall be paid. The dividend shall be paid to a shareholder who is registered in the company's shareholders’ register, maintained by Euroclear Finland Ltd, on the record date for payment, 6 April 2023. It was resolved that the dividend is paid on 17 April 2023.
The Board of Directors and Auditor
The General Meeting resolved that the Board of Directors consists of six (6) members. The following current members of the Board of Directors Petri Rignell, Erkki Norvio, Pekka Salokangas, Anne Westersund, Johan Westermarck and Juhani Pitkäkoski were re-elected as members of the Board of Directors for the following term of office.
Audit firm Ernst & Young Ltd was re-elected as Auditor of the company and Toni Halonen, Authorised Public Accountant, will act as the auditor in charge.
It was resolved that the annual remuneration of the Board Members is paid as follows: Chairman of the Board of Directors is paid EUR 48,000 and members of the Board of Directors are each paid EUR 36,000. It was also resolved that a EUR 500 fee per member per meeting is paid for meetings of the Board of Directors. It was resolved that the travel expenses incurred from participating in the meetings of the Board of Directors are compensated against an invoice. No separate remuneration is awarded for committee work. It was resolved that Auditor is paid a remuneration according to a reasonable invoice approved by the Company.
Authorisation of the Board of Directors to decide on the acquisition of own shares as well as on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors was authorised to decide on the acquisition of a maximum of 606,000 own shares in one or more tranches by using the unrestricted equity of the company. The own shares can be acquired at a price formed in public trading on the acquisition date or at a price otherwise formed on the market. In the acquisition, derivatives, inter alia, can be used. The acquisition of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed acquisition). Own shares acquired by the Company may be held by it, cancelled or transferred. The authorisation includes the right of the Board of Directors to resolve on how the own shares are acquired as well as to decide on other matters related to the acquisition of own shares.
The authorisation revokes previous unused authorisations on the acquisition of the company’s own shares. The authorisation is valid until the following Annual General Meeting, however no longer than until 30 June 2024.
The Board of Directors was authorised to decide on the issuance of shares and on the transfer of special rights entitling to shares referred to in Chapter 10, Section 1 of the Limited Liability Companies Act, in one or several tranches, either against or without consideration. The number of shares to be issued, including shares transferred under special rights, may not exceed 780,000 shares. The Board of the Directors may decide to issue either new shares and/or transfer of own shares possibly held by the company.
The authorisation entitles the Board of Directors to resolve on all the conditions of the issuance of shares and the issuance of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.
The authorisation revokes previous unused authorisations on the issuance of shares and the issuance of options and other special rights entitling to shares. The authorisation is valid until the end of the following Annual General Meeting, however no longer than until 30 June 2024.
Amendment of the Articles of Association
The Annual General Meeting resolved to amend the 6 § of the Articles of Association so that upon the decision of the Board of Directors, the General Meeting can be organised without any meeting venue (remote meeting), and the first paragraph of 6 § was removed as it has become redundant as a result of the company’s shares being entered into the book-entry system.
After the amendment, 6 § will read in its entirety as follows:
“6 §
The notice to a General Meeting of Shareholders must be delivered to the shareholders in writing to the addresses recorded in the shareholders’ register or by publishing the notice on the Company’s webpage not earlier than three months and not later than 21 days prior to the meeting, however, always at least nine (9) days prior to the record date for the General Meeting of Shareholders as referred to in the Companies Act.
In order to be allowed to speak and vote at the General Meeting, a shareholder must register at the Company as indicated in the notice of the meeting. The period of registration shall not expire earlier than ten (10) days before the meeting.
The Board of Directors may decide that a General Meeting of Shareholders is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time during the meeting by use of telecommunication connections and technical means (remote meeting).”
The minutes of the General Meeting will be available on the website of Consti Plc at https://investor.consti.fi/en as of 18 April 2023, at the latest.
Consti Plc
Esa Korkeela, CEO
Additional information
Esa Korkeela, CEO, Consti Group Plc, Tel. +358 40 730 8568
Joni Sorsanen, CFO, Consti Group Plc, Tel. +358 50 443 3045
Distribution:
Nasdaq Helsinki Ltd.
Major media
Consti is a leading Finnish company concentrating on renovation and technical services. Consti offers comprehensive renovation and building technology services and selected new construction services to housing companies, corporations, investors and the public sector in Finland’s growth centres. Company has four business areas: Housing Companies, Corporations, Public Sector and Building Technology. In 2022, Consti Group’s net sales amounted to 305 million euro. It employs approximately 1000 professionals in renovation construction and building technology.
Consti Plc is listed on Nasdaq Helsinki. The trading code is CONSTI. www.consti.fi