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Mar 12, 2024
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 12, 2024, adopted the company's financial statements, including the consolidated financial statements for the accounting period 1 January ‒ 31 December 2023, reviewed the Remuneration Policy and 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, 2023, no dividend will be paid.
Composition of the Board of Directors
The AGM decided to elect six members to the Board. Robert Ingman, Marika Auramo, Matti Heikkonen, Mikko Marsio and Mikko Välimäki were re-elected and Elina Anckar was elected as Board members. At the Organizing Meeting held after the General Meeting, Robert Ingman was elected as Chair of the Board and Mikko Marsio 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 Elina Anckar
Compensation and Nomination Committee: Matti Heikkonen (Chair), Robert Ingman and Marika Auramo
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 2025 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.
Change of Article 8 of Articles of Association
The AGM decided to change article 8 of Articles of Association to enable joining the General Meeting via remote access. Amended Article reads as follows:
“8 § Notice of Meeting
A Notice of Meeting shall be delivered to shareholders not earlier than two (2) months and not later than three (3) weeks before the General Meeting and in any case at least nine (9) days before the record date of the General Meeting defined in Chapter 4 Section 2 Sub-section 2 of the Companies Act. The summons shall be delivered by publishing it on the company’s site on the Internet or in at least one (1) newspaper decided on by the Board of Directors or by delivering the summons to each shareholder in writing to the address reported by the shareholder in the shareholders’ register.
To be able to participate in a General Meeting, a shareholder must register with the company no later than on the day mentioned in the notice of meeting, which can be no earlier than ten (10) days before the meeting.
Board of Directors may decide that participation into the General Meeting can take place also by way of shareholders exercising their right to speak in full before or during the General Meeting by way of a telecommunications connection or other technical means.”
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 12, 2025 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 12, 2025 and it replaces any earlier authorizations on share issue and granting of special rights.
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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