Munksjö Oyj: Decisions taken by Munksjö Oyj's Annual General Meeting and the organisation meeting of the Board of Directors
Helsinki, Finland, 2014-04-02 13:45 CEST (GLOBE NEWSWIRE) --
Munksjö Oyj STOCK EXCHANGE RELEASE 2 April 2014 at 13:45 pm CET
Munksjö Oyj: Decisions taken by Munksjö Oyj's Annual General Meeting and the
organisation meeting of the Board of Directors
Munksjö Oyj's Annual General Meeting was held in Helsinki today. The Annual
General Meeting adopted the Financial Statements for 2013 and discharged the
members of the Board of Directors and the President & CEO from liability for
the 2013 financial year.
- Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The AGM resolved in accordance with the proposal of the Board of Directors that
no dividend will be paid for the fiscal year 2013.
- Resolution on the payment of funds as return of equity from the reserve for
invested non-restricted equity
The AGM resolved in accordance with the proposal of the Board of Directors to
pay funds from the reserve for invested non-restricted equity as return of
equity based on the balance of December 31, 2013 adopted by the Annual General
Meeting, the amount of return being EUR 0.1 per share.
The return of equity will be paid to a shareholder who on the record date of
the payment April 7, 2014 is registered in the shareholder register of the
company held by Euroclear Finland Ltd. The return of equity will be paid to the
shareholders on April 14, 2014.
- Resolution on the remuneration of the members of the Board of Directors
The AGM resolved in accordance with the proposal of the Nomination Board that
the remuneration of the Board members remains unchanged. The annual
remuneration of the Chairman is EUR 70,000 and EUR 35,000 for the other Board
members.
The AGM resolved in accordance with the proposal of the Board that the
remuneration of the members of the permanent Board committees remains
unchanged. The Chairman of the Audit Committee will receive an annual
remuneration of EUR 9 000 and the members an annual remuneration of EUR 6 000.
The Chairman of the Remuneration Committee will receive an annual remuneration
of EUR 6 000 and the members an annual remuneration of EUR 3 000.
No remuneration will be paid to the members of the Nomination Board. Travel
expenses are reimbursed in accordance with the company's travel policy.
- Resolution on the number of members of the Board of Directors and the
election of members of the Board of Directors
The AGM resolved in accordance with the proposal of the Nomination Board that
the number of Board members be seven. The AGM resolved in accordance with the
proposal of the Nomination Board that Sebastian Bondestam, Fredrik Cappelen,
Hannele Jakosuo-Jansson, Elisabet Salander Björklund and Peter Seligson were
re-elected. Caspar Callerström and Alexander Ehrnrooth were elected as new
members of the Board. The Board members were elected for the period ending at
the close of the next Annual General Meeting.
- Election of Auditor and resolution on the remuneration of the Auditor
The AGM resolved in accordance with the proposal of the Board to elect KPMG Oy
Ab as the company's auditor. KPMG Oy Ab has designated Authorized Public
Accountant Sixten Nyman as the Responsible Auditor. The AGM further resolved
that the auditor's remuneration be paid according to invoicing accepted by the
company.
- Authorizations to repurchase and distribute the company's own shares as well
as to accept them as pledge
The AGM authorized the Board of Directors to resolve to repurchase and to
distribute the company's own shares as well as to accept them as pledge in one
or more instalments on the following conditions:
The number of shares to be repurchased or accepted as pledge by virtue of the
authorization shall not exceed 4,000,000 shares in the company, yet always
taking into account the limitations set forth in the Companies' Act as regards
the maximum number of shares owned by or pledged to the company or its
subsidiaries. The shares may be repurchased only through public trading at the
prevailing market price by using unrestricted shareholders' equity. The rules
and guidelines of NASDAQ OMX Helsinki Oy and Euroclear Finland Ltd shall be
followed in the repurchase.
The authorization includes the right for the Board of Directors to decide upon
all other terms and conditions for the repurchase of the company's own shares,
or their acceptance as pledge, including the right to decide on the repurchase
of the company's own shares otherwise than in proportion to the shareholders'
holdings in the company.
By virtue of the authorization, the Board of Directors has the right to resolve
to distribute a maximum of 4,000,000 own shares held by the company. The Board
of Directors will be authorized to decide to whom and in which order the own
shares will be distributed. The Board of Directors may decide on the
distribution of the company's own shares otherwise than in proportion to the
existing pre-emptive right of shareholders to purchase the company's own
shares. The shares may be used e.g. as consideration in acquisitions and in
other arrangements as well as to implement the company's share-based incentive
plans in the manner and to the extent decided by the Board of Directors. The
Board of Directors also has the right to decide on the distribution of the
shares in public trading for the purpose of financing possible acquisitions.
The authorization also includes the right for the Board of Directors to resolve
on the sale of the shares accepted as a pledge. The authorization includes the
right for the Board of Directors to resolve upon all other terms and conditions
for the distribution of the shares held by the company.
The authorizations for the Board of Directors to repurchase the company's own
shares, to distribute them as well as to accept them as pledge are valid for 18
months from the close of the Annual General Meeting but will, however, expire
at the close of the next Annual General Meeting, at the latest.
- The minutes of the Annual General Meeting
The minutes of the meeting will be available on www.munksjo.com as from April
16, 2014.
- Decisions taken by the Board of Directors after the AGM
The organisation meeting of the Board of Directors, which was held immediately
after the General Meeting, elected Peter Seligson as Chairman and Fredrik
Cappelen as Vice Chairman of the Board.
The Board of Directors appointed two permanent committees, the Audit Committee
and the Remuneration Committee. The members of the Audit Committee are Elisabet
Salander Björklund (chairman), Alexander Ehrnrooth and Sebastian Bondestam. The
members of the Remuneration Committee are Peter Seligson (chairman), Fredrik
Cappelen and Hannele Jakosuo-Jansson.
Munksjö Oyj
For further information, please contact:
Åsa Fredriksson, SVP HR and Communications, tel. +46 10 250 1003
Laura Lindholm, Investor Relations Manager, tel. +46 10 250 1026
Munksjö - Materials for innovative product design
The Munksjö Group is an international specialty paper company with a unique
product offering for a large number of industrial applications and
consumer-driven products. Founded in 1862, Munksjö is among the leading
producers in the world of high-value added papers within attractive market
segments such as Decor paper, Release Liners, Electrotechnical paper, Abrasive
backings and Interleaving paper for steel. Given Munksjö's global presence and
way of integrating with its customers' operations, the company forms a global
service organisation with approximately 3,000 employees. Production facilities
are located in France, Sweden, Germany, Italy, Spain, Brazil and China. Munksjö
Oyj is listed on NASDAQ OMX Helsinki. Read more at www.munksjo.com.