General Meetings of shareholders

Pursuant to the Limited Liability Companies Act, shareholders exercise their decision-making powers at the general meetings of shareholders. Pursuant to the Limited Liability Companies Act, the annual general meeting of shareholders must be held annually within six months from the end of the financial year. Each share entitles to one vote at the Company’s general meeting of shareholders.

The financial statements, including income statement, balance sheet and cash flow statement with notes to them and the consolidated financial statements, are presented to the annual general meeting for adoption.

At the annual general meeting, the shareholders resolve, among others:

  • on the utilization of profit presented in the balance sheet,
  • on discharge from liability of the board of directors and the CEO,
  • election of members of the board of directors and auditors and their respective remuneration.

An extraordinary general meeting of shareholders shall be held when deemed necessary by the Board of Directors, or when requested in writing by the auditor or by shareholders representing at least one-tenth of all issued and outstanding shares for purposes of dealing with a specific matter.

Pursuant to the Limited Liability Companies Act and the Company’s Articles of Association, notice of a general meeting of shareholders shall be delivered to the shareholders no earlier than three months and no later than three weeks prior to the general meeting, and no later than nine days prior to the record date of the general meeting of shareholders. The notice is delivered to the shareholders by a release published at the Company’s website or in at least one national newspaper designated by the board of directors. A shareholder willing to attend the general meeting shall notify the Company thereof no later than on the date set out in the notice, which date may not be earlier than ten days prior to the meeting.

Annual General Meeting 2019

VMP Plc’s Annual General Meeting, which was held in Helsinki on 28 March 2019, adopted the financial Statements for the year 2018 and discharged the member of the Board of Directors and the President and CEO from liability. In addition, the Annual General Meeting resolved on the payment of dividend, the composition of members of the Board of Directors and their remuneration, the election of the auditor and its remuneration as well as authorized the Board of Directors to decide on the repurchase of the Company’s own shares and issuance of shares and the issuance of options and other special rights entitling to shares.

The minutes of the Annual General Meeting will be available at this site after the summary.

Dividend payment

The Annual General Meeting approved the proposal of the Board of Directors according to which a dividend of EUR 0.08 per share will be paid from the distributable funds of the Company for the financial year 2018. The dividend will be paid to shareholders who on the record date of the dividend payment 1 April 2019 are recorded in the shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 8 April 2019.

Composition of the Board of Directors

The Annual General Meeting elected eight (8) members to the Board of Directors.  Liisa Harjula, Mika Uotila, Joni Aaltonen, Heimo Hakkarainen, Tapio Pajuharju, Paul Savolainen, Kati Hagros ja Timur Kärki were elected as members of the Board of Directors for a term of office expiring at the end of the Annual General Meeting 2020.

Remuneration to be paid to the Board of Directors

The Annual General Meeting confirmed a monthly remuneration of EUR 2,000 for Board of Directors’ Members who are independent of major shareholders.

In addition, the Annual General Meeting confirmed an additional monthly remuneration of EUR 500 for the Chairperson of the Audit Committee, provided the Chairperson is independent of major shareholders.

The Annual General Meeting confirmed that all member of the Board of Directors receive compensation for possible reasonable travel expenses.

Election of the auditor and its remuneration

Authorised Public accountant KPMG Oy Ab was re-elected as the Company’s auditor for a term of office expiring at the end of the Annual General Meeting 2020.  KPMG Oy Ab has informed that Authorized Public Accountant Mr. Esa Kailiala will act as the principal auditor. The auditor’s remuneration will be paid according to invoice approved by VMP Plc.

Repurchase of the Company’s own shares

 The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the Company’s own shares in accordance with the proposal by the Board of Directors. The number of shares to be repurchased shall not exceed 1.000.000 shares.  Purchase of own shares may be made in a trade organized on Nasdaq Helsinki Oy’s regulated market at a price formed in public trading on the date of repurchase. Purchase of the shares lowers the Company’s distributable unrestricted equity. Repurchase of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed repurchase).

The authorization remains in effect until the end of the 2020 Annual General Meeting, however no longer than 18 months from the date of decision of the Annual General Meeting.

Issuance of shares and the issuance of options and other special rights entitling to shares

The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and options and on issuance of other special rights entitling to shares in one or several lots. Maximum aggregate number of shares issued based on the authorization may not exceed 2.000.000. The Board of Directors decides on the conditions regarding any issuance of shares and options and other special rights entitling to shares.

Share issues and issuance of options and other special rights entitling to shares may take place in deviation of the shareholder’s subscription right (directed issuance), if there exists a weighty financial reason for doing so from the company’s perspective, such as, for example, the funding or realization of mergers or acquisitions, the development of the company’s own capital structure or the realization of the company’s incentive schemes. Based on the authorization, the Board of Directors may also decide on the free issuance of shares to the company itself in such a way that the maximum number of shares held by the company after the issuance does not exceed 10 percent of all company shares. The shares held by the company itself and those possibly held by its subsidiaries are counted in this amount in the way specified in Paragraph 1, Section 11, Chapter 15 of the Finnish Limited Liability Companies Act.

The authorization remains in effect until the end of the 2020 Annual General Meeting, however no longer than 18 months from the date of decision of the Annual General Meeting.

 

Decisions of the Board of Directors on the composition of its committees

Convening after the Annual General Meeting the Board of Directors resolved on the following appointments from among its members:

  • Chairman of the Board of Directors: Liisa Harjula.
  • Audit Committee: Joni Aaltonen as Chairman, Mika Uotila and Liisa Harjula as members.

 

Attachments:

VMP annual general meeting minutes 2019

VMP_AGM 2019_Pesola_slaidshow

VMP_Annual Report_2018

VMP Plc Notice to the Annual General Meeting 2019

VMP Plc Financial Statements and the report of Board of Directors 2018

VMP Plc Salary and Remuneration report 2018

VMP Plc Corporate Governance Statement 2018

VMP Plc Proposed Board of Directors 2019

VMP Plc Power of Attorney 2019

VMP Plc Privacy Statement for General Meeting 2019