Decisions of Consti Oyj’s Annual General Meeting
Consti Oyj’s Stock Exchange Release on April 5, 2022 at 4.30 pm
resolutions of the Annual General Meeting Consti Plc on 5 April 2022
Consti Oyj’s Annual General Meeting was held in an emergency procedure on April 5, 2022 in accordance with the Provisional Act (375/2021), which entered into force in Helsinki on May 8, 2021. The company’s shareholders and their proxies were allowed to attend the Annual General Meeting and exercise their shareholder rights only by prior voting and by making counter-proposals and asking questions in advance. It was not possible to attend the meeting in person at the meeting place.
The Annual General Meeting approved the financial statements for the financial year 2021, discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2021 and approved the remuneration report of the company’s institutions.
The Annual General Meeting decided that a dividend of EUR 0.45 per share will be paid for the financial year 2021. The dividend will be paid to a shareholder who is entered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of the payment, April 7, 2022. It was decided that the dividend will be paid on April 14, 2022.
Board of Directors and Auditor
The Annual General Meeting resolved that the Board shall consist of six (6) members. The next current members of the Board, Erkki Norvio, Petri Rignell, Pekka Salokangas, Anne Westersund and Johan Westermarck, were re-elected to the Board for the next term. Juhani Pitkäkoski was elected as a new member of the Board.
Ernst & Young Oy was re-elected as the company’s auditor, with Toni Halonen, Authorized Public Accountant, as the principal auditor.
It was decided that the annual remuneration of the members of the Board of Directors will be paid as follows: The Chairman of the Board will be paid EUR 42,000 and the members of the Board EUR 30,000 each. It was also decided that EUR 500 per member be paid for Board meetings. It was decided that travel expenses incurred for attending Board meetings will be reimbursed against the invoice. No separate remuneration is paid for committee work. It was resolved that the auditor be remunerated according to a reasonable invoice approved by the company.
Board authorization decide on acquisition own shares as well as on the issue of shares and granting special rights entitling to shares
The Board of Directors was authorized to decide on the repurchase of a maximum of 621,000 own shares in one or more tranches with the company’s unrestricted equity. The company’s own shares can be repurchased on the repurchase date at the price formed in public trading or otherwise at the price formed in the market. Acquisition of derivatives, among other things, may be used. The repurchase of own shares may be made other than in proportion to the shareholders’ shareholding (directed repurchase). The treasury shares acquired by the company may be held by it, canceled or transferred. The authorization includes the right of the Board of Directors to decide on the repurchase of own shares and to decide on other matters related to the repurchase of own shares.
The authorization revokes previous unused authorizations to repurchase own shares. The authorization is valid until the next Annual General Meeting, however, not later than June 30, 2023.
The Board of Directors was authorized to decide on the issue of shares and the transfer of the special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act in one or more tranches, either for consideration or free of charge. The number of shares to be issued, including shares transferred under special rights, may not exceed 780,000 shares. The Board of Directors may decide either to issue new shares and / or to transfer any of the company’s own shares.
The authorization entitles the Board of Directors to decide on all terms and conditions of the share issue and the issuance of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.
The authorization revokes previous unused authorizations to issue shares and to issue options and other special rights entitling to shares. The authorization is valid until the end of the next Annual General Meeting, however, not later than June 30, 2023.
The minutes of the Annual General Meeting will be available on Consti Oyj’s website www.investor.consti.fi no later than 19 April 2022.
Consti Oyj
Esa Korkeela, President and CEO
Amore information
Esa Korkeela, President and CEO, Consti Group Plc, Tel. +358 40 730 8568
Joni Sorsanen, CFO, Consti Group Plc, Tel. +358 50 443 3045
Distribution:
Nasdaq Helsinki Oy.
Main media
www.consti.fi
Consti is a leading Finnish company focusing on renovation and technical services. Consti offers comprehensive renovation and building services services and selected new construction services housing companies, limited companies, investors and the public sector in Finnish growth centers. The company has four business areas: housing companies, limited companies, the public sector and building services. In 2021, Consti The Group ‘s net sales were 289 million euros. It employs about 1,000 renovation and building services professionals.
Consti Corporation is listed on Nasdaq Helsinki. The trading code is CONSTI. www.consti.fi