Norrhydro Group Plc - Resolutions of Annual General Meeting - 3 April 2023 at 18:30 p.m.
Norrhydro Group Plc had an Annual General Meeting in Rovaniemi 3 April 2023. Meeting minutes will be available latest on 17 April 2023 on company's website https://www.norrhydro.com/en/investors-agm
Approval of the financial statements deciding on the discharge from liability of the members of the Board of Directors and the CEO
Annual General Meeting confirmed financial statements of period 1 January-31 December 2022 and discharged of the members of the Board of Directors and the CEO from liability concerning financial year 2022.
Use of the profit shown on the balance sheet and deciding on the distribution of assets
Annual General Meeting decided unanimously according to The Board of Directors proposal that the profit for the financial period be added to the retained earnings and that no dividend be distributed.
On the basis of the balance sheet to be adopted for the financial period which ended on 31 December 2022, capital repayment be paid from the invested unrestricted equity reserve and the Board of Directors be authorised to decide on the payment of the capital repayment as follows:
- On the basis of the resolution of the Annual General Meeting, a capital repayment of EUR 0.03 per share will be paid, i.e. a total of EUR 327,049.14 based on the situation on the date of this Notice of the Annual General Meeting. The capital repayment will be paid to those shareholders who are registered on the record date 5 April 2023 in the shareholders' register of the Company maintained by Euroclear Finland Oy. The payment date is 14 April 2023.
- In addition, the Board of Directors is authorised to decide on the payment of the capital repayment so that the maximum amount of the capital repayment payable under the authorisation is EUR 0.03 per share, i.e. a maximum of EUR 327,049.14 based on the situation on the date of this Notice of the Annual General Meeting. On the basis of the authorisation, the Board of Directors is entitled to decide on the amount of the return of capital within the limits of the aforementioned maximum amount, the record date of the return of capital, the date of payment of the return of capital and other measures required in the matter. The possible capital repayment to be paid in accordance with the authorisation will be paid to the shareholders who are registered on the record date in the shareholders' register of the Company maintained by Euroclear Finland Oy. The Company will publish any decision made by the Board of Directors under the authorisation as well as the record dates and payment dates. The authorisation is valid until the beginning of the next Annual General Meeting.
Deciding on the remuneration of the members of the Board of Directors
Annual General Meeting decided remuneration be paid to the members of the Board of Directors until the end of the next Annual General Meeting as follows:
- A member of the Board of Directors who does not work for Norrhydro Group Plc or a company belonging to its group will be paid a fee of EUR 1,600 per month, regardless of the number of meetings, and is compensated for reasonable expenses and travel expenses incurred in connection with the meetings in accordance with the Group's travel instructions.
- Remuneration will not be paid to a member of the Board of Directors who works for Norrhydro Group Plc or a company belonging to its group, but they will be compensated for reasonable expenses and travel expenses that are incurred in connection with the meetings in accordance with the Group's travel instructions.
- The Chair of the Board of Directors who does not work for Norrhydro Group Plc or a company belonging to its group will be paid a fee of EUR 10,000 per month, regardless of the number of meetings, and is compensated for reasonable expenses and travel expenses incurred in connection with the meetings in accordance with the Group's travel instructions.
Deciding on the number of members of the Board of Directors and Electing the members of the Board of Directors
Annual General meeting decided according to The Board of Directors proposal that five (5) members be elected to the Board of Directors.
Annual General Meeting decided to re-elect the current members of the Board of Directors Yrjö Trög, Asko Myllymäki, Tapio Lehti and Hanna-Maria Heikkinen to the Board of Directors. Pekka Helle elected as the new member of the Board of Directors.
Electing the auditor and deciding on the remuneration of the auditor
Annual General Meeting decided to re-elect the auditing firm PricewaterhouseCoopers Oy as the auditor, and Authorised Public Accountant Sami Posti as the principal auditor, as PwC has reported.
Annual General Meeting decided remuneration be paid to the auditor according to a reasonable invoice approved by the Company.
Authorisation for the Board of Directors to decide on the issuance of shares and option rights and other special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to decide on the share issue and the issue of option rights and other special rights entitling to shares referred to in chapter 10, section 1 of the Limited Liability Companies Act in one or more instalments, so that a maximum of 1,000,000 new shares or shares held by the Company may be issued on the basis of the authorisation.
The maximum number of shares covered by the authorisation corresponds to approximately 9.17% of all shares in the Company, calculated on the basis of the situation on the date of the Notice of the Annual General Meeting.
On the basis of the authorisation, the Board of Directors may also decide on a directed share issue, i.e. in deviation from the shareholders' pre-emptive subscription rights. The Board of Directors may decide on the issue of shares either without payment or against payment and on all other terms and conditions of the share issue.
The Board of Directors may use the authorisation for the implementation of corporate transactions or other arrangements related to the Company's business, for the implementation of the personnel incentive scheme or for other purposes decided by the Board of Directors.
The authorisation is valid until the next Annual General Meeting, but not later than 30 June 2024.
Proposal of the Board of Directors to amend the Articles of Association
Annual General Meeting decided according to The Board of Directors proposal that an addition be made to the Articles of Association concerning the possibility for the Board of Directors to decide, at its discretion, on the organisation of the Annual General Meeting as a hybrid meeting or as a remote meeting without a meeting venue, as follows:
The Annual General Meeting is held at a location determined by the Company's Board of Directors, which can be in Helsinki in addition to the Company's registered office.
The Board of Directors may also decide that a shareholder may participate in the Annual General Meeting in such a way that the shareholder exercises their decision-making power in full during the meeting by means of a telecommunications connection and a technical device (hybrid meeting).
The Board of Directors may decide that the Annual General Meeting is to be held without a meeting venue in such a way that the shareholders exercise their decision-making power in full and in real time during the meeting by means of a telecommunications connection and a technical device (remote meeting).
In other respects, the Articles of Association remain unchanged.
Organisation of the Board of Directors
The Board of Directors chosen by Annual General Meeting has and organisationg meeting after Annual General Meeting, and chosed Yrjö Trög as the Chairman of The Board.
Rovaniemi 3. April 2023
NORRHYDRO GROUP PLC
Board of Directors
Further information:
Matias Parviainen, CEO
Norrhydro Group Plc
Tel. +358 400 175 107
Email: matias.parviainen@norrhydro.com
Certified advisor:
Translink Corporate Finance Oy
Jari Lauriala, Managing Partner
Tel. +358 40 091 8855
Email: jari.lauriala@translinkcf.fi
Sami Miettinen, Partner
Tel. +358 400 735 835
Email: sami.miettinen@translinkcf.fi
Distribution:
Nasdaq Helsinki Oy
Key media
https://www.norrhydro.com/en
Norrhydro Group Plc in brief
Norrhydro, founded in 1985, is a Finnish forerunner in motion control and a provider of energy-efficient hydraulic cylinders and system suppliers specialising in high-quality, customised and energy-efficient hydraulic cylinders and demanding linear motion control systems and mobile equipment. The company has more than 35 years of experience in developing and manufacturing customised hydraulic cylinders and liners motion control systems for the most demanding conditions and environments. In 2022, the company generated revenues of EUR 29.7 million, EBITDA of EUR 1.7 million and operating profit of EUR 0,8 million.
