Netum Group Plc: Resolutions of Netum Group Plc’s Annual General Meeting and of the constitutive meeting of the Board of Directors

Netum Group Plc        Company announcement       29 March 2023 at 1:00 p.m. EEST 

Netum Group Plc: Resolutions of Netum Group Plc’s Annual General Meeting and of the constitutive meeting of the Board of Directors

The Annual General Meeting of Netum Group Plc held today, 29 March 2023, adopted the 2022 financial statements and discharged the members of the Board of Directors and the CEO from liability. The Annual General Meeting resolved on the payment of dividend, the number of members in and composition of the Board of Directors and their fees, the election of the auditor and the auditor’s fee as well as on authorising the Board of Directors to decide on issuance of shares, and the issuance of option rights and other special rights entitling to shares and on the repurchase of the company’s own shares. Additionally, the Annual General Meeting resolved on an amendment to the company’s Articles of Association.

Payment of dividend

The General Meeting resolved that for the financial year 2022, a dividend of EUR 0.11 per share be paid from the company’s distributable funds, as proposed by the Board of Directors.

The dividend shall be paid to the shareholders who are registered in the company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of dividend payment, 31 March 2023. It was resolved that dividend be paid on 11 April 2023.

Number of members in the Board of Directors, its composition, and their fees

The General Meeting resolved to elect five (5) members to the Board of Directors for a term ending at the close of the next Annual General Meeting following their election. Current Board members Repe Harmanen, Olavi Köngäs, Marja-Liisa Niinikoski and Jarmo Puputti were re-elected, and Kirsi Mettälä was elected as a new Board member.

It was resolved that the members of the Board of Directors shall be paid the following fees: the Chairman of the Board of Directors shall be paid a fee of EUR 2,000 per month and the other members each EUR 1,500 per month. The members of the Board shall be paid meeting attendance fees for each committee meeting as follows: the Chairman of the committee EUR 600 per meeting and the other members of the committee EUR 400 per meeting. In addition, the members of the Board of Directors shall be compensated for reasonable travel costs for attending meetings.

Election of the auditor and the auditor’s fee

The General Meeting elected the audit firm Oy Tuokko Ltd as the company’s auditor for a term ending at the conclusion of the next Annual General Meeting following the election. Tuija Siuko, Authorised Public Accountant, shall act as the auditor with principal responsibility. The auditor’s fee shall be paid in accordance with an invoice approved by the company.

Issuance of shares as well as options and other special rights entitling to shares

The General Meeting resolved to authorise the Board of Directors to resolve on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares in one or several instalments, either against payment or without payment. The total number of shares to be issued may amount to a maximum of 2,000,000 shares. The authorisation shall remain valid until the conclusion of the next Annual General Meeting, but no later than 31 March 2024. The authorisation replaces the previous authorisation granted to the Board of Directors.

Repurchase of the company’s own shares

The General Meeting resolved to authorise the Board of Directors to decide on the repurchase of a maximum of 500,000 of the company’s own shares otherwise than in proportion to the shareholdings of the shareholders, in one or several instalments, using the company’s unrestricted equity. The authorisation shall be valid until 31 March 2024, and it replaces previous unused authorisations concerning the repurchase of the company’s own shares.

Amendment of the Articles of Association

The General Meeting resolved to amend the company’s Articles of Association to enable the General Meeting to be held not only in the company's domicile but also in Tampere or without a meeting venue as a remote meeting.

Other information

The minutes of the Annual General Meeting shall be available on the company’s web pages at https://www.netum.fi/en/investors/general-meeting-2023/ on 12 April 2023 at the latest. 

Constitutive meeting of the Board of Directors 

In its constitutive meeting, Netum Group’s Board of Directors re-elected Olavi Köngäs as the Chairman of the Board.

 

For additional information, please contact: 
Netum Group Plc 
Matti Mujunen, CEO 
+358 40 047 6401 
matti.mujunen@netum.fi  

Certified advisor: 
Evli Oyj 
Tel: +358 40 579 6210 

Netum Group in brief 

Netum Group Plc is a profitably growing IT services house with over 20 years of experience of demanding IT projects. The company offers its public administration and corporate customers its ”Legacy to Digi®” concept. This concept enables combining traditional IT solutions with the latest digital applications safely and in a responsible way. Netum’s goal is to be the most trusted partner and the preferred employer in the industry. Netum’s services include digital service development, system continuity services, integration services, cyber security services as well as management consulting services. Additionally, the company offers two applications as SaaS: the electronic message validator “Truugo” and the IT asset management system “Netum DUX”. In 2022, Netum Group’s revenue was EUR 29.1 million, and the company currently has over 270 employees in Finland.

www.netum.fi