Decisions of Silmäasema Oyj's Annual General Meeting and the Board of Directors
Silmäasema Oyj
Stock Exchange Release
11 April 2018 at 15:35 EEST
The Annual General Meeting (AGM) of Silmäasema Oyj held today on 11 April 2018 approved the annual and group accounts for the financial year 2017, discharged the members of the Board of Directors and CEO from liability, and approved all proposals made by the Board of Directors and Shareholder's Nomination Board to the AGM.
Payment of dividend
The AGM decided that no dividend is paid for the financial year 2017.
Remuneration of the members of the Board of Directors
The AGM decided to keep the remuneration of the members of the Board of Directors unchanged. The Chairman of the Board is paid annual remuneration of EUR 44,000 and Vice Chairman and Board Members EUR 22,000. Further, it was confirmed that the meeting fee per Audit Committee meeting will be EUR 400.
Composition of the Board of Directors
The AGM confirmed that the Board of Directors shall consist of six (6) members. Tuomas Lang, Maisa Romanainen, Juha Saarinen, Torsti Sihvola and Kaisa Vikkula were re-elected and Jukka Hienonen was elected as a new member to the Board of Directors. Further, the AGM elected Jukka Hienonen as the Chairman of the Board of Directors and Juha Saarinen as the Vice Chairman.
Election of auditor and their remuneration
The AGM confirmed that the audit company KPMG Oy Ab be elected as the auditor. KPMG Oy Ab has informed the Company that APA Virpi Halonen will act as the principal auditor. The remuneration for the auditor was decided to be paid on the basis of an invoice approved by the company.
Authorising the Board of Directors to decide on the purchase of the company's own shares
The AGM authorised the Board of Directors to resolve on the acquisition of the company's own shares in one or several instalments using funds belonging to the unrestricted equity of the company, such that the maximum quantity of shares purchased would be 1,400,000 shares which equates to approximately ten (10) per cent of all the shares in the Company.
The shares can be acquired through public trading organised by Nasdaq Helsinki Oy in accordance with its rules or using other methods. The consideration paid for the acquired shares should be based on the market price.
The authorisation shall also entitle the Board of Directors to resolve on an acquisition of shares otherwise than in proportion to the shares owned by the shareholders (directed purchase). In such event, there must exist weighty financial reasons for the company for the purchase of its own shares. Shares may be acquired to implement arrangements linked to the company's business operations, to implement the company's share-based incentive programmes or to be otherwise transferred or be cancelled. The acquired shares can also be held by the company itself.
The Board of Directors was authorised to resolve on all other conditions and matters pertaining to the acquisition of its own shares. The acquisition of the company's own shares will reduce the unrestricted equity of the company.
The authorisation shall remain in force until the next annual general meeting. The authorisation shall replace the company's previous authorisations regarding the purchase of company's own shares.
Authorising the Board of Directors to decide on a share issue, on the issuance of options and other special rights entitling to shares, as well as the conveying of own shares
The AGM authorised the Board of Directors to decide on the issue of a maximum of 2,000,000 shares through a share issue or by granting option rights or other special rights entitling to shares in one or several instalments. The maximum amount of shares (2,000,000) to be issued based on this authorization equates to approximately fourteen (14) per cent of all the shares in the Company. The authorization shall include the right to issue either new shares or the company's own shares held by the company either against payment or without consideration. Contrary to the shareholder's pre-emptive rights, new shares may be issued directly if there exists a weighty financial reason for the company to implement such directed share issue or, in the case of an issue without consideration, an especially weighty financial reason for it both for the company and with regard to the interests of all shareholders. The Board of Directors was authorised to resolve on all other terms and matters pertaining to the share issue, the issuance of options and to the granting of special rights entitling to shares, and to the disposal of shares.
The authorisation may be used, inter alia, to develop the capital structure, to expand the ownership base, for the payment of consideration in transactions, when acquiring assets linked to the operations of the company or to implement incentive programmes.
The authorisation shall remain in force until the next annual general meeting. The authorisation shall replace the previous authorisations regarding share issue and option right.
Minutes of the AGM
The minutes of the AGM will be available on the Company's website https://company.silmaasema.fi/en/corporate-governance/annual-general-meeting/agm-2018 latest on 25 April 2018.
Composition of the Audit Committee
At the meeting held after the Annual General Meeting, Silmäasema's Board of Directors elected, from among its members, to the Audit Committee Kaisa Vikkula as the Chairman and Jukka Hienonen and Juha Saarinen as members.
Additional information
Tuukka Hirvonen, Head of Communications & Investor Relations, tel. +358 50 416 7700
SILMÄASEMA OYJ
Tuukka Hirvonen
Head of Communications and Investor Relations
Silmäasema is a Finnish company, which offers all products and services for optical retail and eye healthcare nationwide. Silmäasema is the largest private eye clinic provider offering eye surgeries and the second largest optical retail chain in Finland. The Silmäasema chain has over 150 stores and 14 eye clinics in Finland as well as ten stores in Estonia. The Silmäasema chain employs close to 1,000 eye healthcare professionals. Silmäasema's Group net sales were EUR 118.3 million in 2017 and adjusted EBITDA was EUR 11.8 million.