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Mar 14, 2023
The Decisions of Qt Group Plc's Annual General Meeting and the organizing meeting of the company’s Board of Directors
Qt Group Plc's Annual General Meeting (AGM) held on March 14, 2023, adopted the company's financial statements, including the consolidated financial statements for the accounting period 1 January ‒ 31 December 2022, reviewed the Remuneration Report for company’s governing bodies and discharged the Members of the Board and the Chief Executive Officer from liability.
Payment of dividend
The AGM decided that based on the balance sheet to be adopted for the accounting period ended December 31, 2022, no dividend will be paid.
Composition of the Board of Directors
The AGM decided to elect six members to the Board. Robert Ingman, Leena Saarinen, Mikko Marsio and Mikko Välimäki were re-elected and Marika Auramo and Matti Heikkonen were elected as Board members. At the Organizing Meeting held after the General Meeting, Robert Ingman was elected as Chair of the Board and Leena Saarinen was elected as Vice Chair of the Board.
The Board decided on the composition of the Board Committees as follows:
Audit Committee: Mikko Marsio (Chair), Mikko Välimäki and Marika Auramo
Compensation and Nomination Committee: Leena Saarinen (Chair), Robert Ingman and Matti Heikkonen
Remuneration of the members of the Board of Directors
The AGM decided that the monthly remuneration payable to the Board members elected for the term until the close of Annual General Meeting 2024 shall be EUR 3,000, EUR 4,000 to the Vice Chair of the Board, and EUR 6,000 to the Chair of the Board.
In addition, the Chair of each Board Committee will receive a meeting fee of EUR 1,000 for every Committee meeting and in all other respects all Board members will receive a meeting fee of EUR 500 for every meeting of the Board and Board Committee.
In addition to the above-mentioned fees, the ordinary and reasonable expenses of Board members will be remunerated according to the invoice.
Remuneration of the auditor
The AGM decided that the company's auditor will be reimbursed according to the auditor's reasonable invoice.
Authorizing of the Board of Directors to decide on the repurchase and/or acceptance as pledge of the company's own shares
The AGM authorized the Board to decide on the repurchase and/or acceptance as pledge of a maximum of 2,000,000 of the company's own shares by using funds in the unrestricted equity.
The Board shall decide on how the shares will be repurchased. The shares may be repurchased otherwise than in proportion to the shareholdings of the current shareholders. The authorization also includes the acquisition of shares through public trading organized by Nasdaq Helsinki Ltd in accordance with its and Euroclear Finland Ltd's rules and instructions, or through offers made to shareholders.
The shares may be repurchased in order to improve the capital structure of the company, to finance or carry out acquisitions or other arrangements, to carry out the company's share-based incentive schemes, to be transferred for other purposes, or to be cancelled.
The shares shall be repurchased for a price based on the fair value quoted in public trading. The authorization shall be valid for 18 months from the issue date of the authorization, i.e. until September 14, 2024 and it replaces any earlier authorizations on repurchase and/or acceptance as pledge of company's own shares.
Authorizing the Board of Directors to decide on a share issue and granting of special rights entitling to shares
The AGM authorized the Board to decide on share issue and granting of special rights pursuant to Chapter 10 Section 1 of the Companies Act, subject to or free of charge, in one or several tranches on the following terms: The maximum total number of shares to be issued by virtue of authorization is 2,000,000.
The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. By virtue of the authorization, the Board of Directors is entitled to decide on share issues and granting of special rights waiving the pre-emptive subscription rights of the shareholders (directed issue).
The authorization may be used in order to finance or carry out acquisitions or other arrangements, to carry out the company’s share-based incentive schemes and to improve the capital structure of the company, or for other purposes decided by the Board of Directors.
The authorization includes the Board of Directors' right to decide on all terms relating to the share issue and granting of special rights including the subscription price, its payment and its entry into the company's balance sheet.
The authorization shall be valid for 18 months from the issue date of the authorization, i.e. until September 14, 2024 and it replaces any earlier authorizations on share issue and granting of special rights.
Principal auditor
Since 2016, the auditor of the company has been KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Kim Järvi as the principal auditor. Kim Järvi having served as the company’s principal auditor for the maximum period of seven years allowed by law, Authorized Public Accountant Jonne Ahokas has been appointed as the principal auditor of the company. KPMG Oy Ab continues to serve as the auditor of the company.
Further information:
Mika Pälsi, General Counsel, Qt Group Plc
Tel. +358 9 8861 8040, mika.palsi@qt.io
Distribution:
Nasdaq Helsinki
Key media
www.qt.io
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