Proposals of the Board of Directors to Enento Group Plc’s Annual General Meeting 2021
ENENTO GROUP PLC, STOCK EXCHANGE RELEASE ON 12 FEBRUARY 2021 AT 3.00 EET
Proposals of the Board of Directors to Enento Group Plc’s Annual General Meeting 2021
Enento Group Plc’s Annual General Meeting will be held on Monday, 29 March 2021, starting at 10:00 a.m. EET at Rantatie Business Park, Tutka & Plotteri Meeting Room (Hermannin rantatie 8, Main entrance: Verkkosaarenkatu 5, 00580 Helsinki, Finland). The notice to the Annual General Meeting will be published separately at a later date on the Company's website and as a stock exchange release. Due to the Covid-19 pandemic the participation and exercise of shareholder rights in the Annual General Meeting will only be possible by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions to be given in the notice and otherwise by the Company. It is not possible to attend the meeting in person.
The Board of Directors of Enento Group Plc have today made the following proposals to the Annual General Meeting 2021:
Resolution on the use of the profit shown on the balance sheet and the distribution of funds
The Board of Directors proposes that the profit for the financial year ended 31 December 2020 is carried forward to the retained earnings and that an equity repayment of EUR 0.95 per share from the Company’s reserve for invested unrestricted shareholders’ equity be distributed (totalling EUR 22.806.707,95) based on the Company’s registered total number of shares at the time of the proposal. The equity repayment from the reserve for invested unrestricted shareholders’ equity will be paid to a shareholder registered in the Company’s shareholders’ register held by Euroclear Finland Ltd on the dividend payment record date of 31 March 2021. The Board of Directors proposes that the funds be paid on 12 April 2021. If a minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act would become payable, no equity repayment shall be distributed in accordance with this above-mentioned proposal.
The remunerations to be paid on the basis of the Performance Share Plan 2018-2020 of the Company’s management’s Long Term Incentive Plans are further expected to result in an issuance of 27,795 new shares in Enento Group Plc, which are expected to be registered with the Finnish Trade Register before the dividend payment record date, thus entitling to the distribution of funds from the financial year 2020, in which case the total amount of distributed funds would be EUR 22.833.113,20.
As the Board of Directors has proposed a distribution of an equity repayment to the Annual General Meeting, which is not dividend in accordance with company law, it is noted that according to the provisions set out in the temporary legislation a dividend less than the minimum amount of minority dividend has been proposed to the Annual General Meeting. Shareholders have the right to demand minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act. The minority dividend must be distributed, if a demand to this effect is made by shareholders who have at least one tenth of all shares. The amount of minority dividend is EUR 11,666,351.43, i.e. EUR 0,49 per share, which corresponds to half of the profit for the financial period. A shareholder demanding minority dividend may vote for the minority dividend in advance voting, and no separate demand or counterproposal is required.
Presentation of the Remuneration Report for Governing Bodies
The Board of Directors shall present to the Annual General Meeting the Company’s remuneration report for governing bodies for the financial year 2020. The resolution by the Annual General Meeting on the approval of the remuneration report is advisory.
The remuneration report will be available on the Company's website at the address https://enento.com/general-meetings/ at the latest on 8 March 2021.
Resolution on the remuneration of the auditor
The Board of Directors proposes that the remuneration of the auditor be paid according to the reasonable invoice approved by the Board of Directors’ Audit Committee.
Election of the auditor
The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorised Public Accountants Firm, be re-elected as the Company’s auditor for a term that will continue until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has announced that the auditor-in-charge would be Martin Grandell, Authorised Public Accountant.
Authorising the Board of Directors to resolve on the issuance of shares
The Board of Directors proposes that the Board of Directors be authorised to resolve on one or more issuances of shares, including the right to issue new shares in the Company or to transfer the Company’s treasury shares. The authorisation would cover up to a total of 1,500,000 shares, corresponding to approximately 6.2 per cent of the Company’s registered total number of shares at the time of the proposal.
The Board of Directors would also be authorised to resolve on the issuance of shares in deviation from the shareholders' pre-emptive rights (directed issue) if there would be a weighty financial reason for such issuance. The authorisation could be used for material arrangements from the Company’s point of view, such as financing or carrying out business arrangements or investments or for other such purposes determined by the Board of Directors.
The Board of Directors would be authorised to resolve on all other terms and conditions of the issuance of shares, including the payment period, grounds for the determination of the subscription price and subscription price or issuance of shares without consideration or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until 29 September 2022. If this authorisation is approved, it will revoke the share issuance authorisation granted to the Board of Directors by the Annual General Meeting on 12 June 2020.
Authorising the Board of Directors to resolve on the repurchase of the Company’s own shares
The Board of Directors proposes that the Board of Directors be authorised to decide, in one or several instalments, on the repurchase of maximum of 1,500,000 of the Company’s own shares. The proposed maximum number of shares corresponds to approximately 6.2 per cent of the Company’s registered total number of shares at the time of the proposal.
The shares would be repurchased using the Company’s invested unrestricted shareholders’ equity, and thus, the repurchases will reduce funds available for distribution. The shares could be repurchased for developing the Company’s capital structure, for financing or carrying out potential corporate acquisitions or other business arrangements, to be used as a part of the Company’s remuneration or incentive plan or to be otherwise transferred further, retained by the Company as treasury shares, or cancelled, for example.
In accordance with the resolution of the Board of Directors, the shares could also be repurchased otherwise than in proposition to the existing shareholdings of the Company as directed repurchases at the market price of the shares quoted on the trading venues where the Company’s shares are traded or at the price otherwise established on the market at the time of the repurchase.
The Board of Directors shall resolve on all other matters related to the repurchase of the Company’s own shares, including on how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until 29 September 2022. If this authorisation is accepted, it shall cancel the authorisation to repurchase the Company’s shares granted to the Board of Directors by the Annual General Meeting on 12 June 2020.
ENENTO GROUP PLC
Board of Directors
For further information:
Tel. +358 10 270 7111
Enento Group is a Nordic knowledge company powering society with intelligence since 1905. We collect and transform data into intelligence and knowledge used in interactions between people, businesses and societies. Our digital services, data and information empower companies and consumers in their daily digital decision processes, as well as financial processes and sales and marketing processes. Approximately 425 people are working for Enento Group in Finland, Norway, Sweden and Denmark. The Group’s net sales for 2020 was 151,3 MEUR. Enento Group is listed on Nasdaq Helsinki with the trading code ENENTO.
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