Reka Industrial Plc: Decisions of the Annual General Meeting

23.4.2024 12:30:00 EEST | Reka Industrial Oyj | Decisions of general meeting

Reka Industrial Plc: Decisions of the Annual General Meeting

The Annual General Meeting (AGM) of Reka Industrial Plc was held today, 23 April 2024, in Hyvinkää.

The AGM approved the financial accounts for the 2023 accounting period and granted the Company’s Board and the Managing Director discharge from liability for the 2023 accounting period.

The AGM resolved, in accordance with the Board’s proposal, that for the financial year 2023 a dividend of EUR 2.00 per share will be paid. The AGM resolved to pay the dividend on 3 May 2024 to shareholders who on the record date of the dividend payment, 25 April 2024, are registered in the Company’s shareholder register maintained by Euroclear Finland Ltd.
The AGM resolved, in accordance with the Board’s proposal, that the Board of Directors is authorised to decide on an additional dividend of up to EUR 1.20 per share (up to a total of EUR 7.2 million) and on the date of record and payment date for the additional dividend. The authorisation is valid until the beginning of the next Annual General Meeting.

In accordance with the Board's proposal, the Annual General Meeting decided to approve the company's 2023 remuneration report. According to the Companies Act, the decision is advisory.

In accordance with the Board’s proposal, the Annual General Meeting decided to approve the updated version of the Remuneration Policy for governing bodies.

The AGM approved the proposed annual remuneration of EUR 25,000 for the members of the Board of Directors, EUR 50,000 for the chairperson of the Board and EUR 2,500 for the committee members. Voluntary pension insurance contributions are paid for the remuneration of the Board members. No separate meeting fees are paid. The AGM approved that the members of the Board are compensated for their travel expenses.

The AGM resolved that the auditors’ fees be paid as per invoice based on competitive bidding of accounting services.

The AGM approved, in accordance with the shareholders’ proposal, that the number of members of the Board shall be four (4) and elected the following persons to the Board: Leena Saarinen, chairperson; Päivi Marttila, deputy chairperson and Eeva Raita and Markku E. Rentto as members of the Board. No deputy members were elected.

The AGM elected, in accordance with the shareholders’ proposal, Authorized Public Accountants KPMG Ltd, with Authorized Public Accountant Jukka Rajala as responsible auditor, as the Company’s auditor for a term that expires at the end of the Annual General Meeting of 2025.

The AGM authorized, in accordance with the Board of Director’s proposal, the Board of Directors to decide on the acquisition of the Company’s own shares with assets from the Company’s unrestricted equity. The shares will be acquired through trading arranged by Nasdaq Helsinki in accordance with its rules, and the consideration to be paid for the shares to be acquired must be based on market price. The Company may acquire B class shares directly by a contractual trade, provided that the number of class B shares to be acquired via contractual trade is at least 15,000 and that the consideration to be paid for the shares is equal to the prevailing market price in Nasdaq Helsinki at the time of the acquisition. When carrying out acquisitions of the Company’s own shares, derivatives, stock lending and other agreements customary to the capital markets may be entered into within the limits set by law and regulations.

The authorization entitles the Board of Directors to also decide on a directed acquisition in a proportion other than that of the shares held by the shareholders, provided the Company has a weighty reason for this as defined in the Finnish Companies Act.

The maximum number of class B shares to be acquired may not exceed a total of 588,076. The amount corresponds to approximately 9.77 per cent of all the shares in the Company and in total 10,0 per cent of the Company’s class B shares.

The Board of Directors is entitled to decide on all other matters pertaining to acquiring of the Company's own shares.

The authorization is proposed to remain in force until the next Annual General Meeting, however not later than October 23, 2025. The authorization replaces the authorization given by the previous Annual General Meeting on May 24, 2023, to repurchase and pledge the company's own shares.

In accordance with the Board's proposal, the Annual General Meeting authorized the Board to decide on handover of own shares. The amount of shares to be handed over in total can be maximum 588,076 B shares, which corresponds to approximately 9.77 per cent of all the shares of the Company and in total 10.0 per cent of the Company´s class B shares, depending on the situation on the date of the notice. The authorization entitles the Board of Directors to decide on all other conditions for the handover of shares, including the right to deviate from the shareholders' pre-emptive subscription right.

The authorization is valid until the next Annual General Meeting. The authorization replaces the authorization given by the previous Annual General Meeting on May 24, 2023, for the handover of own shares.

 

Hyvinkää, 23 April 2024

Reka Industrial Plc
Sari Tulander
President and CEO

Further information:
Sari Tulander, President and CEO, tel. +358 44 044 1015