Resolutions by Nordic Lights Group Corporation’s Annual General Meeting and the constitutive meeting of the Board of Directors

Resolutions by Nordic Lights Group Corporation’s Annual General Meeting and the constitutive meeting of the Board of Directors

Nordic Lights Group Corporation         Company release             April 20, 2023 at 4:00 p.m. EEST

 

The Annual General Meeting (the “AGM”) of Nordic Lights Group Corporation was held on Thursday 20 April 2023 at 2:00 p.m. (EEST) at Eliel studio in Sanomatalo at Töölönlahdenkatu 2, FI-00100 Helsinki, Finland. The AGM approved the company’s financial statements and consolidated financial statements for the financial year 2022 and discharged the members of the Board of Directors and CEO of the company from liability.

 

In addition, the AGM resolved on the following matters:

 

Use of the result shown on the balance sheet and distribution of dividend

 

The AGM resolved, in accordance with the proposal of the Board of Directors, that a dividend of EUR 0.12 per share be paid from the distributable funds of the company based on the balance sheet adopted for the financial year 2022. The dividend will be paid to shareholders who, on the record date of the dividend payment of 24 April 2023, are recorded in the company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend will be paid on 2 May 2023.

 

It was noted at the AGM that if the public tender offer by Montana BidCo Oy for all of the issued and outstanding shares in the company is completed prior to the record date of the dividend payment, i.e. before 24 April 2023, the dividend in respect shares tendered into the public tender offer will be payable to Montana BidCo Oy.

 

If the completion of the public tender offer happens after the record date of the dividend payment, i.e. after 24 April 2023, the dividend would be paid to persons who are recorded in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date. In this case, the price offered in the tender offer by Montana BidCo Oy would be adjusted downwards by the dividend amount of EUR 0.12 per share.

 

Based on information provided by Montana BidCo Oy, completion of the public tender offer is expected to be today, 20 April 2023.

 

Remuneration of the Board of Directors

 

The AGM resolved, in accordance with the proposal of the Board of Directors, that that the monthly remuneration to the members of the Board of Directors be maintained at their current level and be paid as follows:

 

• Chair of the Board of Directors: EUR 4,000; and
• Other members of the Board of Directors: EUR 2,000 each.

 

According to the resolution of the AGM, reasonable travel costs be reimbursed according to an invoice.

 

Composition of the Board of Directors

 

The AGM resolved, in accordance with the proposal of the Board of Directors, that the number of members of the Board of Directors shall be seven (7), and that the current members of the Board of Directors Göran Carlson, Thomas Sandvall, Päivi Lindqvist, Sami Heikkilä, Jyrki Perttunen, Risto Siivonen and Caj-Anders Skog be re-elected as members of the Board of Directors for a term of office ending at the closing of the following AGM.

 

Auditor and remuneration of the auditor

 

The AGM resolved, in accordance with the proposal of the Board of Directors, to re-elect KPMG Oy Ab as the auditor of the company for a term of office expiring at the closing of the following AGM. KPMG Oy Ab had notified that Hans Bertell, Authorized Public Accountant, will act as the auditor with principal responsibility.

 

The AGM resolved, in accordance with the proposal of the Board of Directors, that the auditor’s fees be paid according to the auditor’s reasonable invoice.

 

Authorizing the Board of Directors to decide on the repurchase of the company’s own shares

 

The AGM authorized, in accordance with the proposal of the Board of Directors, the Board of Directors to decide on the repurchase of the company’s own shares as follows:

 

The number of own shares to be repurchased shall not exceed 2,095,796 shares, which corresponds to approximately 10.0 per cent of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization.

 

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

 

The Board of Directors decides how own shares will be repurchased. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

 

The aggregate number of the company’s own shares held by the company and its subsidiaries may not, however, exceed 10.0 per cent of the total number of the company's shares.

 

The authorization is in force until the close of the next Annual General Meeting, however, no longer than until 30 June 2024, and it cancels the authorization given on 15 June 2022 to decide on the repurchase of own shares.

 

Authorizing the Board of Directors to decide on the issuance of shares as well as on the issuance special rights entitling to shares

 

The AGM resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to decide on the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) as follows:

 

The number of shares to be issued based on this authorization shall not exceed 2,095,796 shares, which corresponds to approximately 10.0 per cent of all of the shares in the company.

 

The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares, including to whom, at what price and in which manner the shares and special rights entitling to shares are issued. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may also be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).

 

The authorization is in force until the close of the next Annual General Meeting, however, no longer than until 30 June 2024, and it cancels the authorization given on 15 June 2022 to decide on the issuance of shares and special rights entitling to shares.

 

Minutes of the Meeting

 

The minutes of the AGM will be available on the company’s website at investors.nordiclights.com/agm as from 4 May 2023 at the latest.

 

Constitutive meeting of the Board of Directors

 

At its constitutive meeting held after the AGM, the Board of Directors elected Göran Carlson as the Chair of the Board of Directors.

 

 

NORDIC LIGHTS GROUP CORPORATION

 

BOARD OF DIRECTORS

 

Further enquiries:

 

Tom Nordström, Chief Executive Officer, Nordic Lights Group Corporation

Tel. +358 400 909005

tom.nordstrom@nordiclights.com

 

Certified Adviser:

Oaklins Merasco Ltd

Tel. +358 9 612 9670

 

About Nordic Lights

 

Nordic Lights, based in Pietarsaari, Finland, has paved its way as a global premium supplier of high-quality lighting solutions for heavy-duty equipment in several demanding industrial sectors. Nordic Lights’ mission is to enable the safe and efficient use of equipment. With three decades of experience Nordic Lights works with the most demanding manufacturers of machinery from design to production and aftermarket support. Nordic Lights’ revenue in 2022 was EUR 82 million. The company employs around 300 employees globally. Nordic Lights’ share is listed on Nasdaq Helsinki’s First North marketplace. www.nordiclights.com