General Meeting of Shareholders

ANNUAL General meeting of shareholders 2018

Annual General Meeting of Kotipizza Group Oyj was held on Wednesday 16 May 2018.

Annual General Meeting minutes 2018

 

Resolutions to the Annual General Meeting

Kotipizza Group’s Annual General Meeting of Shareholders (AGM), held on 16 May 2018, resolved that on the basis of the adopted balance sheet for financial period ending 31 January 2018, no dividends will be paid. It was also decided that EUR 0,65 per share is distributed from the reserves for invested unrestricted equity. The distribution will be paid to shareholders who, on the distribution payment record date Friday 18 May 2018, are recorded in the company’s shareholder register maintained by Euroclear Finland Ltd. The distribution is paid on Friday 25 May 2018.

The minutes of the Annual General Meeting of Shareholders will be available on the company’s website at kotipizzagroup.com/investors on no later than 29 May 2018.

Financial Statements  

The AGM adopted the financial statements for financial year ending 31 January 2018.

Discharge from Liability

The AGM discharged the members of the Board of Directors and CEO from liability for the financial year ending 31 January 2018. 

Board of Directors

The AGM resolved the number of Board members to be six. The current members of the Board of Directors Dan Castillo, Kim Hanslin, Virpi Holmqvist, Minna Nissinen, Petri Parvinen, and Kalle Ruuskanen were re-elected as members of the Boards of Directors.

Furthermore, the Board of Directors re-elected Kalle Ruuskanen as Chairman of the Board of Directors.

Remuneration of the Board of Directors

The AGM resolved that the members of the Board of Directors will be paid as follows: Chairman EUR 4 300 per month (EUR 51 600 per year) and members EUR 2 800 per month (EUR 33 600 per year). Separate meeting remuneration is not paid for meetings of the Board of Directors nor committee meetings, but EUR 400 per month (EUR 4 800 per year) is paid to each chairman of the committees of the Board of Directors.

Possible travel expenses are reimbursed in accordance with the principles related to remuneration of tax-exempt travel expenses approved by the Tax Administration.

Remuneration and Election of the Auditor

The AGM resolved that the remuneration for the auditor is paid according to invoice approved by the company. The AGM resolved to elect auditing firm BDO Oy as the auditor for a term continuing until the end of the next Annual General Meeting.

Repurchase of the Company’s Own Shares

The AGM resolved to authorize the Board of Directors to decide on a repurchase of the company’s own shares on following terms:

  1. A maximum of 635 000 shares can be repurchased and/or accepted as pledge.
  2. The shares shall be repurchased at fair value at the date of repurchase, which shall be the prevailing market price in the trading at the regulated market organized by Nasdaq Helsinki Ltd. The shares may be repurchased other than pro rata to shareholders’ existing holdings.
  3. The share purchase will decrease the company’s distributable unrestricted equity.
  4. The authorization is valid until 31 July 2019.


Share Issues as well as options and Other Special Rights

The AGM resolved to authorize the Board of Directors to decide, in one or more transactions, on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies under the following conditions:

  1. The number of shares to be issued based on the authorization may in total amount to a maximum of 635 000 shares.
  2. The Board of Directors decides on all the terms and conditions of the issuances of shares, options and other special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares.
  3. The issuance of shares, options and other special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue), in case there is a weighty financial reason to do so, such as in order to finance or carry out acquisitions or other business transactions, develop the company’s capital structure, or in order to implement the company’s incentive schemes.
  4. Based on the authorization, the Board of Directors is also authorized to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10 per cent of all shares in the company. This amount includes shares held by the company and its subsidiaries in the manner provided for in Chapter 15, Section 11 (1) of the Companies Act.
  5. The authorization will cancel the authorization to decide upon share issues given to the Board of Directors on 17 May 2017.
  6. The authorization is valid until 31 July 2019.

 

Committees

In the meeting held after the Annual General Meeting, the Board of Directors chose members of its committees.  The audit committee includes Minna Nissinen, Kim Hanslin and Virpi Holmqvist with Minna Nissinen as chairman of the committee. The remuneration committee includes Petri Parvinen, Kalle Ruuskanen and Dan Castillo with Petri Parvinen as chairman of the committee. You can view the rules of procedure for audit committee here and for remuneration committee here.

 

information on annual general meetings in kotipizza group

Shareholders use their power of decision in the general meeting of the shareholders.

The general meeting of shareholders of Kotipizza Group Oyj shall be held within six (6) months after the financial year has ended. An extraordinary meeting of shareholders shall be held when the Board of Directors considers it necessary or when the law so requires. The Board of Directors convenes the meeting and decides on the date and place of the meeting.

A notice of general meeting shall be given to shareholders earliest three (3) months and latest three (3) weeks before the date of the meeting, however, latest nine (9) days before the general meeting record date. A notice shall be given to shareholders by publishing it on the web site of Kotipizza Group Oyj or at least in one national newspaper chosen by the Board of Directors.

In order to participate in the general meeting a shareholder shall report him-/herself to the company latest on the date mentioned in the notice which may be at earliest ten (10) days before the meeting.

The managing director, chairman of the Board of Directors and from time to time sufficient amount of other members of the Board of Directors shall participate in the general meeting. Also the auditor of Kotipizza Group Oyj shall attend the meeting.

The notice of meeting shall contain a proposal for the agenda of the meeting. Matters which shall be decided regularly are itemized in the articles of Kotipizza Group Oyj.

Adequate information shall be placed available for the shareholders already before general meeting. At least three (3) weeks before general meeting a notice of general meeting, documents to be presented for general meeting and draft resolutions shall be available on the web site of Kotipizza Group Oyj.

A shareholder shall have the right to have a matter falling within the competence of the general meeting dealt with by the general meeting, if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice. A separate date for the aforesaid demand shall be announced on the web site of Kotipizza Group Oyj for each general meeting.

Within two (2) week after general meeting minutes of the meeting as well as voting results and attachments which are part of the decision of the general meeting shall be placed on the web site of Kotipizza Group Oyj. Documents related to general meeting shall be available on the web site at least three (3) months.