Decisions of the Annual General Meeting of Teleste Corporation
Teleste Corporation
Stock exchange release
5.4.2023 at 17:30
DECISIONS OF THE ANNUAL GENERAL MEETING OF TELESTE CORPORATION
The Annual General Meeting of Teleste Corporation held on 5 April 2023 adopted the financial statements and the consolidated financial statements, discharged the members of the Board of Directors and the CEO from liability and approved the remuneration report of the Company’s governing bodies for the financial year 2022.
The General Meeting resolved, in accordance with the proposal of the Board of Directors, that no divided is paid based on the adopted balance sheet for the financial year that ended on 31 December 2022.
The General Meeting decided the number of members of the Board of Directors to be six. Mr. Timo Luukkainen, Mr. Jussi Himanen, Mr. Vesa Korpimies, Ms. Mirel Leino-Haltia, Mr. Heikki Mäkijärvi and Mr. Kai Telanne were elected as members of the Board of Directors.
The annual remunerations to be paid to the members of the Board of Directors were decided to be as follows: EUR 66,000 per year for the chairman and EUR 33,000 per year for each member. The annual remuneration of the member of the Board of Directors who acts as the chairman of the Audit Committee shall be EUR 49,000 per year. Out of the annual remuneration to be paid to the members of the Board of Directors, 40 per cent of the total gross remuneration amount will be used to purchase Teleste Corporation’s shares for the members of the Board of Directors through trading on regulated market organized by Nasdaq Helsinki Ltd, and the rest will be paid in cash. No separate meeting fee will be paid to the members of the Board of Directors and the chairman of the Audit Committee. The members of the Board of Directors’ Audit Committee will be paid a meeting fee of EUR 400 for the Audit Committee’s meetings in which they attend.
The General Meeting decided that the number of auditors of Teleste Corporation shall be one. PricewaterhouseCoopers Oy, Authorized Public Accountant firm, was elected as the auditor of the Company and PricewaterhouseCoopers Oy has appointed Mr. Markku Launis, APA, as the principally responsible auditor. It was decided to pay the auditor's compensation against an invoice approved by the Company.
AMENDING THE ARTICLES OF ASSOCIATION
The General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend Article 8 and items 7 and 9 of Article 10 of the Company’s Articles of Association in such a way that, from now on, the Company shall have one auditor, which must be an Authorized Public Accountant firm as referred to in the Finnish Auditing Act and which shall designate an Authorized Public Account as the auditor with principal responsibility. According to the current Articles of Association, the Company has 1-2 auditors.
The General Meeting further resolved, in accordance with the proposal of the Board of Directors, to amend Article 9 of the Company’s Articles of Association by adding a new last paragraph to it, which enables the organization of future General Meetings also entirely without a meeting venue as a remote meeting, and by making it voluntary for the Company to announce the time and place of a General Meeting as well as the address of the Company’s website in at least one newspaper.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S OWN SHARES
The General Meeting decided to authorize the Board of Directors to decide on repurchasing the Company's own shares in accordance with the proposal of the Board of Directors. Based on the authorization, the Board of Directors may repurchase a maximum of 1,200,000 own shares of the Company otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through trading on regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition.
The repurchase authorization shall be valid for eighteen (18) months from the resolution of the Annual General Meeting. The repurchase authorization revokes previously granted repurchase authorizations.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND SPECIAL RIGHTS ENTITLING TO SHARES
The General Meeting decided to authorize the Board of Directors to decide on issuing new shares and/or conveying the Company's own shares held by the Company and/or granting special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act in accordance with the proposal of the Board of Directors.
New shares may be issued and the Company's own shares held by the Company may be conveyed either against payment or for free. New shares may be issued and the Company's own shares held by the Company may be conveyed to the Company's shareholders in proportion to their current shareholdings in the Company, or by waiving the shareholder's pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so. The new shares may also be issued in a free share issue to the Company itself.
Based on the authorization, the Board of Directors is entitled to decide on the issuance of new shares and/or conveyance of the Company's own shares held by the Company so that a maximum of 2,000,000 shares may be issued and/or conveyed in total.
The maximum number of new shares that may be subscribed and own shares held by the Company that may be conveyed by virtue of the special rights granted by the Company is 1,000,000 shares in total which number is included in the above maximum number of new shares and own shares held by the Company.
The authorizations shall be valid for eighteen (18) months from the resolution of the Annual General Meeting. The authorizations revoke previously granted authorizations to decide on the issuance of shares and special rights entitling to shares.
ORGANISATIONAL MEETING OF THE BOARD OF DIRECTORS
The Board of Directors, which convened after the Annual General Meeting, elected Mr. Timo Luukkainen as its Chairman.
The composition of the Audit Committee of the Board of Directors was decided as follows:
Ms. Mirel Leino-Haltia, Chairman
Mr. Jussi Himanen, Member
Mr. Vesa Korpimies, Member.
TELESTE CORPORATION
Esa Harju
CEO
Additional information:
Esa Harju, tel. +358 2 2605 611
Distribution:
Nasdaq Helsinki
Main media
www.teleste.com