Decisions of KH Group’s Annual General Meeting and the constitutive
meeting of the Board of Directors
KH Group Plc
Stock Exchange release 7 May 2024 at 3:20 pm EEST
Decisions of KH Group’s Annual General
Meeting and the constitutive meeting of the Board of
Directors
KH Group Plc’s Annual General Meeting was held
on 7 May 2024 at KH Group’s headquarters at the address
Kuninkaalantie 19, 01300 Vantaa, Finland. The Annual General
Meeting supported all the proposals included in the notice of the
Annual General Meeting. The General Meeting adopted the financial
statements for the financial period 2023, discharged the members of
the Board of Directors and the persons who had acted as CEO from
liability for the financial period 2023, and adopted, through an
advisory decision, the company’s Governing Bodies’ Remuneration
Report for the year 2023.
Use of profit shown on the balance
sheet
As proposed by the Board of Directors, the General
Meeting decided that no dividend be distributed for the financial
period ended on 31 December 2023.
Remuneration of the members of the Board of
Directors
The General Meeting decided that the remuneration
of the Board of Directors remain unchanged, so that the Chairman of
the Board of Directors be paid as remuneration EUR 3,550 per month
and each member of the Board of Directors EUR 2,300 per month. The
travel expenses of the members of the Board of Directors are
compensated in accordance with the company’s travel policy.
Earnings-related pension insurance contributions are paid
voluntarily for the paid remuneration.
Composition of the Board of
Directors
The General Meeting confirmed the number of
members of the Board of Directors at five (5). Juha Karttunen, Kati
Kivimäki, Timo Mänty, Taru Narvanmaa and Jon Unnérus were elected
to the Board of Directors until the closing of the Annual General
Meeting of 2025.
Election of the auditor
The General Meeting elected Ernst & Young Oy,
Authorised Public Accountant firm, as the company’s auditor. Ernst
& Young Oy has notified that Timo Eerola, APA, acts as the
principally responsible auditor for the company. The General
Meeting also confirmed the company’s auditor as the sustainability
reporting assurance provider for the verification of the
sustainability report for the financial year 2024.
The General Meeting decided that the
remuneration of the auditor shall be paid according to the
auditor’s reasonable invoice approved by the company, and the same
also applies to the auditor’s fee related to verifying the
company’s sustainability report.
Authorising the Board of Directors to
decide on the issuance of shares and special rights entitling to
shares
As proposed by the Board of Directors, the General
Meeting authorised the Board of Directors to decide on the issuance
of shares and/or the granting of special rights entitling to shares
as referred to in Chapter 10, Section 1 of the Finnish Limited
Liability Companies Act, in one or several instalments. The total
number of shares to be issued under the authorisation may be at the
most 11,400,000 shares, and the authorisation concerns both the
issuance of new shares as well as the conveyance of shares held by
the company. The authorisation may be used to finance or carry out
possible acquisitions or other arrangements or investments related
to the company’s business, to implement the company’s incentive
program, or for other purposes decided by the Board of Directors.
The Board of Directors decides on all terms and conditions of a
share issue and the issuance of special rights referred to in
Chapter 10, Section 1 of the Finnish Limited Liability Companies
Act, and the authorisation therefore includes the right of the
Board of Directors to deviate from the shareholders’ pre-emptive
subscription right (directed issue), the right to issue shares
against consideration or without payment, and the right to decide
on a free issuance of shares to the company itself.
The authorisation is effective until 30 June 2025,
and it cancels the corresponding authorisation given to the Board
of Directors by the Annual General Meeting on 4 May 2023.
Authorising the Board of Directors to
decide on the repurchase of the company’s own shares
As proposed by the Board of Directors, the General
Meeting authorised the Board of Directors to decide to repurchase a
maximum of 5,700,000 shares in the company in one or several
instalments by using funds in the company’s unrestricted equity,
however, taking into account the provisions of the Finnish Limited
Liability Companies Act concerning the maximum number of own shares
held by the company. The company’s own shares may be repurchased to
be used as consideration in possible acquisitions or in other
arrangements related to the company’s business, to finance
investments, as a part of the company’s incentive program, to
develop the company’s capital structure as well as to be conveyed
for other purposes, to be held by the company or to be cancelled.
The authorisation also includes the right to pledge the company’s
own shares. The company’s own shares may be repurchased in public
trading organised by Nasdaq Helsinki Ltd otherwise than in
proportion to the shareholdings of the shareholders, at the market
price at the time of repurchase. The shares will be repurchased and
paid in accordance with the rules of Nasdaq Helsinki Ltd and
Euroclear Finland Oy. The Board of Directors decides in all other
respects on the terms and conditions of the repurchase of own
shares.
The authorisation is effective until 30 June 2025,
and it cancels the corresponding authorisation given to the Board
of Directors by the Annual General Meeting on 4 May 2023.
Minutes of the General Meeting
The minutes of the General Meeting will be
available on the company’s website on 21 May 2024, at the
latest.
Decisions of the constitutive meeting of
the Board of Directors
In its constitutive meeting held after the Annual
General Meeting, the Board of Directors elected Juha Karttunen as
its Chairman.
The Board of Directors considered all members of
the Board of Directors to be independent of the company and of the
significant shareholders of the company.
KH GROUP PLC
Lauri Veijalainen
CEO
FURTHER INFORMATION:
CEO Lauri Veijalainen, tel. +358 46 876 1648
DISTRIBUTION:
Nasdaq Helsinki Ltd
Major media
www.khgroup.com
KH Group Plc is a conglomerate with four business
areas: KH-Koneet, Indoor Group, Nordic Rescue Group and HTJ. All of
our business areas are leading players in their sectors in B2B
products and services and consumer trade. Our objective is to focus
on the business of the earth-moving machinery supplier KH-Koneet.
Other business areas will be further developed and then divested in
line with the Group’s investment strategy. KH Group’s share is
listed on Nasdaq Helsinki.
Grafico Azioni Kh Group Oyj (LSE:0NQK)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Kh Group Oyj (LSE:0NQK)
Storico
Da Feb 2024 a Feb 2025
