Norrhydro Group Plc - Resolutions of Annual General Meeting - 14 April 2025 at 16.00 p.m. Norrhydro Group Plc had an Annual General Meeting in Rovaniemi 14 April 2025. Meeting minutes will be available latest on 28 April 2025 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 2024 and discharged of the members of the Board of Directors and the CEO from liability concerning financial year 2024. Use of the profit shown on the balance sheet and deciding on the distribution of assets The General Meeting resolved that, based on the balance sheet to be adopted for the financial period ending on 31 December 2024, a return of capital shall be paid from the invested unrestricted equity fund, and the Board of Directors is authorized to decide on the payment of the return of capital as follows: The Board of Directors is authorized to decide on the payment of return of capital so that a return of capital of no more than EUR 0.04 per share is paid under the authorization, corresponding to a total maximum amount of EUR 443,444.76 based on the situation as at the date of this notice to the General Meeting. Based on the authorization, the Board of Directors is entitled to decide on the amount of the return of capital within the above-mentioned maximum amount, the record date for the return of capital, the payment date of the return of capital, as well as on other measures required in this respect. Any return of capital paid under the authorization shall be paid to shareholders who are registered in the Company's shareholder register maintained by Euroclear Finland Oy on the record date. The Company will announce the decision potentially made by the Board of Directors under the authorization, as well as the record and payment dates. The authorization will remain in force until the beginning of the next Annual General Meeting. The return of capital would be paid to all shares in the Company. The per-share amount of the return of capital may change if the number of shares in the Company changes after the date of this notice to the 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:
Deciding on the number of members of the Board of Directors and Electing the members of the Board of Directors Annual General Meeting decided unanimously to re-elect the current members of the Board of Directors Juhani Kangas, Yrjö Trög, Tapio Lehti, Pekka Helle, Juhani Kangas and Antto Trög to the Board of Directors. The term of office of the members of the Board of Directors lasts until the end of the next Annual General Meeting following their election. Electing the auditor and deciding on the remuneration of the auditor The Annual General Meeting unanimously resolved, in accordance with the proposal of the Board of Directors, to elect the audit firm KPMG Oy as the auditor. KPMG Oy has announced that Juha Väärälä, will be the auditor with principal responsibility. The auditor's term of office will continue until the end of the next Annual General Meeting following their election. Annual General Meeting decided, in accordance with the proposal of the Board of Directors, 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 2,000,000 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 18,04% 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 2026. The General Meeting resolved to authorize the Board of Directors to decide on a share issue and the issuance of special rights entitling to shares, in accordance with the proposal of the Board of Directors. Authorization of the Board of Directors to decide on the repurchase of the company's own shares The Board of Directors proposes that the General Meeting authorize the Board to decide on the acquisition of a maximum of 500,000 of the company's own shares in one or more installments using the company's unrestricted equity. The maximum number of shares to be acquired corresponds to 4.51% of all the company's shares as of the date of the General Meeting notice. However, the company, together with its subsidiaries, may not at any time own shares in an amount that, when combined, exceeds one-tenth of all the company's shares. Own shares may only be acquired using unrestricted equity under the authorization. The shares will be acquired otherwise than in proportion to the shareholders' existing holdings in public trading organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition or otherwise at a price formed on the market. The authorization is proposed to be used, for example, for the implementation of the Board's share-based remuneration, the company's share-based incentive schemes, or other purposes decided by the Board. The authorization is proposed to be valid until the end of the next Annual General Meeting, but no later than June 30, 2026. Organisation of the Board of Directors At the annual general meeting elected board held its organizational meeting after the annual general meeting and elected Juhani Kangas as chairman of the board from among its members and Pekka Helle as Vice Chairperson. Rovaniemi 14. April 2025 NORRHYDRO GROUP PLC Board of Directors Further information: Yrjö Trög, CEO Norrhydro Group Plc Tel. +358 400 291 229 Email: yrjo.trog@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 Norrhydro Group Plc in brief Norrhydro, founded in 1985, is a Finnish pioneer in motion control, a provider of energy-efficient hydraulic cylinders and a system supplier specialising in high-quality, customised and energy-efficient hydraulic cylinders and demanding linear motion control systems and mobile machinery. The company has 40 years of experience in developing and manufacturing customised hydraulic cylinders and linear motion control systems for the most demanding conditions and environments. In 2024, the company had a turnover of EUR 24,2 million, an EBITDA of EUR 1,3 million and an operating profit of EUR -0,09 million. |
