Enento Group Plc | Stock Exchange Release | March 24, 2025 at 16:30:00 EET
The Annual General Meeting of Enento Group Plc was held today at Sanomatalo in Helsinki. A total of 93 shareholders representing 16,835,115 shares and votes were represented at the meeting. The Annual General Meeting approved the Financial Statements and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2024 and resolved to approve the Remuneration Report and Remuneration Policy for Governing Bodies.
The Annual General Meeting approved the Board of Directors' proposal to distribute funds of EUR 0.50 per share as dividend. The funds will be paid to shareholders who are recorded in the company's shareholder register maintained by Euroclear Finland Ltd on the record date of the payment on 26 March 2025. The dividend will be paid on 8 April 2025.
The Annual General Meeting authorised the Board, at its discretion, to resolve on the distribution of an additional dividend up to a maximum of EUR 0.50 per share.
DECISIONS TAKEN BY ANNUAL GENERAL MEETING
The Board of Directors and the Auditor and the Sustainability Auditor
In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting resolved that the Board of Directors will consist of eight members.
In accordance with the proposal of the Shareholders' Nomination Board, Erik Forsberg, Tiina Kuusisto, Markus Ehrnrooth and Nora Kerppola were re-elected as members of the Board of Directors. Veli-Matti Mattila, Paul Randall, Kalle Alppi and Petra Ålund were elected as a new members of the Board of Directors.
Veli-Matti Mattila was elected as the Chairperson of the Board of Directors.
In accordance with the proposal of the Shareholders Nomination Board, the Annual General Meeting resolved that the Chairperson of the Board of Directors be remunerated EUR 100,000 annually and that the members of the Board of Directors be remunerated EUR 40,000 annually. An attendance fee of EUR 500 shall be paid per Board of Directors meeting.
For attending the Board Committee meetings, the Chairpersons of the Committees will be remunerated EUR 500 per meeting and the Committee members shall be remunerated EUR 400 per meeting. The members of the Shareholders' Nomination Board will not be remunerated. Reasonable travel expenses for attending the meetings will be reimbursed to the members of the Board of Directors and Shareholders' Nomination Board.
PricewaterhouseCoopers Oy, Authorized Public Accountants firm, was re-elected as the company's auditor. PricewaterhouseCoopers Oy has notified the company that Authorised Public Accountant Mikko Nieminen would be the auditor-in-charge. The remuneration of the auditor will be paid according to the reasonable invoice approved by the Board of Directors' Audit Committee.
PricewaterhouseCoopers Oy, Authorized Public Accountants firm, was elected as the sustainability auditor. PricewaterhouseCoopers Oy has notified the company that Authorised Public Accountant Mikko Nieminen would be the sustainability auditor-in-charge. The remuneration of the auditor will be paid according to the reasonable invoice approved by the Board of Directors' Audit Committee.
Authorizing the Board of Directors to resolve on the issuance of shares
The Annual General Meeting authorized the Board of Directors to resolve on one or more issuances of shares, which contain the right to issue new shares in the Company or to transfer the Company's treasury shares. The authorization covers up to a total of 1,500,000 shares.
The Board of Directors was also authorised to resolve on the issuance of shares in deviation from the shareholders' pre-emptive rights (directed issue) if there would be a weighty financial reason for such issuance. The authorisation could be used for material arrangements from the Company's point of view, such as financing or carrying out business arrangements or investments or for other such purposes determined by the Board of Directors.
The Board of Directors was authorized to resolve on all other terms and conditions of the issuance of shares, including the payment period, grounds for the determination of the subscription price and subscription price or issuance of shares without consideration or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorization is effective for 18 months from the close of the Annual General Meeting, i.e., until 24 September 2026. The authorization will revoke the share issue authorization granted to the Board of Directors by the Annual General Meeting on 25 March 2024.
Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
Annual General Meeting authorized the Board of Directors to decide on the repurchase of a maximum of 1,500,000 of the Company's own shares, in one or several instalments.
The shares would be repurchased using the Company's invested unrestricted shareholders' equity, and thus, the repurchases will reduce funds available for distribution. The shares could be repurchased for developing the Company's capital structure, for financing or carrying out potential corporate acquisitions or other business arrangements, to be used as a part of the Company's remuneration or incentive plans or to be otherwise transferred further, retained by the Company as treasury shares, or cancelled, for example.
In accordance with the resolution of the Board of Directors, the shares may be repurchased either through an offer to all shareholders on equal terms or through other means or otherwise than in proportion to the existing shareholdings of the Company as directed repurchases, if the Board of Directors deems that there are weighty financial reasons for such directed repurchases.
The purchase price per share shall be the market price of the shares quoted on the trading venues where the Company's shares are traded or at the price otherwise established on the market terms at the time of the repurchase
The Board of Directors shall resolve on all other matters related to the repurchase of the Company's own shares, including on how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The authorization is effective for 18 months from the close of the Annual General Meeting, i.e., until 24 September 2026. The authorization will revoke the authorization to repurchase the company's shares granted to the Board of Directors by the Annual General Meeting on 25 March 2024.
Minutes of the meeting
The minutes of the meeting will be available on Enento Group's Investors site at enento.com/investors at the latest on 8 April 2025.
DECISIONS BY THE BOARD OF DIRECTORS
The Board of Directors has in its organizational meeting evaluated the independence of the Directors in accordance with the Finnish Corporate Governance Code 2025. The Board noted that all members of the Board are independent of the Company and all except Petra Ålund is independent of the significant shareholders. The Board of Directors noted that the Company is in compliance with recommendation 10 of the Corporate Governance Code 2025.
The Board elected Erik Forsberg, Kalle Alppi, Petra Ålund and Paul Randall as Members of Audit Committee. The Board elected Erik Forsberg as Chairperson of Audit Committee.
The Board resolved to form a People and Remuneration Committee and elected Tiina Kuusisto, Nora Kerppola, Markus Ehrnrooth and Veli-Matti Mattila as members of the Committee. The Board elected Veli-Matti Mattila as Chairperson of People & Remuneration Committee.
Helsinki, 24 March 2025
ENENTO GROUP PLC
The Board of Directors
For further information:
Panu Pökkylä
Group General Counsel
Tel. +358 400 196810
Distribution:
Nasdaq Helsinki
Major media
enento.com/investors
Enento Group Plc
Enento Group is a Nordic knowledge company powering society with intelligence since 1905. We collect and transform data into intelligence and knowledge used in interactions between people, businesses, and societies. Our digital services, data and information empower companies and consumers in their daily digital decision processes, as well as financial processes and sales and marketing processes. Approximately 380 people are working for Enento Group in Finland, Norway, Sweden, and Denmark. The Group's net sales for 2024 was 150,4 MEUR. Enento Group is listed on Nasdaq Helsinki with the trading code ENENTO.
