Reka Industrial Plc: Decisions of the Annual General Meeting

The Annual General Meeting (AGM) of Reka Industrial Plc was held today, 8 April 2021, in Hyvinkää.

The AGM approved the financial accounts for the 2020 accounting period and granted the Company’s Board and the Managing Director discharge from liability for the 2020 accounting period.

The AGM resolved, in accordance with the Board’s proposal, that for the 2020 accounting period a dividend of 0,05 per share will be paid. The AGM resolved to pay the dividend on 10 May 2021 to shareholders who on the record date of the dividend payment, 12 April 2021, are registered in the Company’s shareholder register maintained by Euroclear Finland Ltd.

In accordance with the Board's proposal, the Annual General Meeting decided to approve the company's 2020 remuneration report. According to the Companies Act, the decision is advisory.

The AGM approved the proposed annual remuneration of EUR 25,000 for the members of the Board of Directors, EUR 32,000 for the chairman of the Board and EUR 2,500 for the committee members. No separate meeting fees to be paid. The AGM approved that the members of the Board are compensated for their travel expenses.

Circa 40 per cent of the annual remuneration will be paid with the shares of the company. Conversion into the shares will be carried out based on the average share price of the company’s class B-share in April 2021 and the shares will be handed over in May 2022.

The AGM resolved that the auditors’ fees be paid as per invoice based on competitive bidding of accounting services.

The AGM approved, in accordance with the shareholders’ proposal, that the number of members of the Board shall be five (5) and re-elected the following persons to the Board: Markku E. Rentto, chairman; Ari Järvelä, deputy chairman and Matti Hyytiäinen and Olli-Heikki Kyllönen as members of the Board. The Annual General Meeting approved, in accordance with the shareholders' proposal, Leena Saarinen as a new member of the Board. No deputy members were elected.

The AGM elected, in accordance with the shareholders’ proposal, Authorized Public Accountants KPMG Ltd, with Authorized Public Accountant Jukka Rajala as responsible auditor, as the Company’s auditor for a term that expires at the end of the Annual General Meeting of 2022.

The AGM authorized, in accordance with the Board of Director’s proposal, the Board of Directors to decide on the acquisition of the Company’s own shares with assets from the Company’s unrestricted equity. The shares will be acquired through trading arranged by Nasdaq Helsinki in accordance with its rules, and the consideration to be paid for the shares to be acquired must be based on market price. The Company may acquire B class shares directly by a contractual trade with other parties than the biggest shareholder, provided that the number of class B shares to be acquired via contractual trade is at least 15,000 and that the consideration to be paid for the shares is equal to the prevailing market price in Nasdaq Helsinki at the time of the acquisition. When carrying out acquisitions of the Company’s own shares, derivatives, stock lending and other agreements customary to the capital markets may be entered into within the limits set by law and regulations.

The authorization entitles the Board of Directors to also decide on a directed acquisition in a proportion other than that of the shares held by the shareholders, provided the Company has a weighty reason for this as defined in the Finnish Companies Act.

The maximum number of class B shares to be acquired together with the number of shares previously held as pledged by the company, may not exceed a total of 588,076. The amount corresponds to approximately 9.77 per cent of all the shares in the Company and in total 10,0 per cent of the Company’s class B shares.

The Board of Directors is entitled to decide on all other matters pertaining to acquiring of the Company's own shares.

The authorization is proposed to remain in force until the next Annual General Meeting, however not later than October 8, 2022. The authorization replaces the authorization given by the previous Annual General Meeting on June 24, 2020 to repurchase and pledge the company's own shares.

In accordance with the Board's proposal, the Annual General Meeting authorized the Board to decide on handover of own shares. The amount of shares to be handed over in total can be maximum 588,076 B shares, which corresponds to approximately 9.77 per cent of all the shares of the Company and in total 10.0 per cent of the Company´s class B shares, depending on the situation on the date of the notice. The authorization entitles the Board of Directors to decide on all other conditions for the handover of shares, including the right to deviate from the shareholders' pre-emptive subscription right.

The authorization is valid until the next Annual General Meeting. The authorization replaces the authorization given by the previous Annual General Meeting on June 24, 2020 for the handover of own shares.

Hyvinkää, 8 April 2021

Reka Industrial Plc
Jukka Poutanen
Managing Director