The decision below was published in a stock exchange release on 24 June 2024 at 9:30 am EEST.

Telenor Finland Holding Oy, the sole shareholder of DNA Plc, has decided to make the decision related to the composition of the Board of Directors, which belong to the Extraordinary General Meeting, without holding a General Meeting. The decision is being made legally in accordance with the Companies Act Chapter 5 Section 1.

Jon Omund Revhaug was chosen the Chair of the board. Thomas Thyhold and Mette Eistrøm Krüger will continue as board members.

The decisions below were published in a stock exchange release on 22 March 2024 at 11:00 am EET.

DNA Plc's sole shareholder, Telenor Finland Holding Oy, has decided to make decisions belonging to the Annual General Meeting (AGM) without holding the AGM in accordance with the Companies Act Chapter 5 Section 1.

It was decided to approve the consolidated financial statements and the parent company's financial statements for the financial period 1 January to 31 December 2023. It was noted that the Board of Directors had proposed to the AGM that the company distribute a dividend of EUR 0.46 per share for the financial year 2023. Based on the number of shares on December 31, 2023, a total dividend of EUR 60,803,804.64 will be distributed. The Board had also proposed that the remaining portion of the distributable funds be retained in equity. The Board's proposal to use the distributable funds shown in the balance sheet was approved.

It was resolved to discharge the Board of Directors and the CEO from liability regarding the financial year from 1 January to 31 December 2023.

It was decided that the number of the Members of the Board of Directors will be three. Jørgen C. Arentz Rostrup will continue as the Chair of the Board and Mette Eistrøm Krüger and Thomas Thyholdt as the Members of the Board. The Board Members shall not be paid remuneration.

It was resolved to choose Authorised Public Accountants Ernst & Young Oy as the DNA Plc’s auditor. APA Mikko Järventausta will act as the Principal Auditor.

The decisions below were published in a stock exchange release on 29 December 2023 at 11:00 am EEST.

Telenor Finland Holding Oy, the sole shareholder of DNA Plc, has decided to make the decisions related to the composition of the Board of Directors, which belong to the Extraordinary General Meeting, without holding a General Meeting. The decisions are being made legally in accordance with the Companies Act Chapter 5 Section 1.

It was decided to keep the size of the Board of Directors of DNA Plc at three persons. Jørgen C. Arentz Rostrup will continue as the Chair of the Board. Thomas Thyhold will continue as a Member of the Board. Mette Eistrøm Krüger has been chosen as the new Member of the Board with effect from 1 January 2024.

The decisions are valid from 1 January 2024.

The decisions below were published in a stock exchange release on 29 September 2023 at 11:00 am EEST.

The Chair of the Board of Directors of DNA Plc changes. Petter-Børre Furberg will step down from the Board as of 1 October 2023. On 29 September 2023, DNA's sole shareholder has decided to elect Jørgen C. Arentz Rostrup as the new Chair of the Board without holding an Extraordinary General Meeting.

DNA's parent company Telenor Group announced in August that it had appointed Jørgen C. Arentz Rostrup, who led Telenor Asia, as Head of Telenor Nordics and Petter-Børre Furberg, who led Telenor Nordics, as Head of Telenor Asia.

As part of his new role, Jørgen C. Arentz Rostrup will take over as Chair of the DNA Board starting from 1 October 2023. He has also previously held this position from October 2019 to March 2021.

Thomas Thyholdt and Cecilie Heuch will continue as members of the Board.

The decisions below were published in a stock exchange release on 30 March 2023 at 11:00 am EEST.

DNA Plc's sole shareholder, Telenor Finland Holding Oy, decided to make decisions belonging to the Annual General Meeting without holding the Annual General Meeting. The decisions have been made legally, in accordance with the Companies Act Chapter 5 Section 1.

It was decided to approve the consolidated financial statements and the parent company's financial statements for the financial period 1 January to 31 December 2022. It was noted that the Board of Directors had proposed to the Annual General Meeting that the company distribute a dividend of EUR 0.76 per share for the financial year 2022. Based on the number of shares on December 31, 2022, a total dividend of EUR 100,458,459.84 will be distributed. The Board had also proposed that the remaining portion of the distributable funds be retained in equity. The Board's proposal to use the distributable funds shown in the balance sheet was approved.

It was resolved to discharge the Board of Directors and the CEO from liability regarding the financial year from 1 January 2022 to 31 December 2022. Discharge applies to the members listed below during the terms of office listed below:

1.1.–24.3.2022 Jukka Leinonen (Chair), Birgitte Engebretsen, Gaute Simen Gravir, Nils Katla, Håvard Naustdal and Trine Rønningen. CEO Jussi Tolvanen.

24.3.2022–13.9.2022 Jukka Leinonen (Chair), Birgitte Engebretsen, Gaute Simen Gravir, Håvard Naustdal and Trine Rønningen. CEO Jussi Tolvanen.

13.9.–31.12.2022 Petter-Børre Furberg (Chair), Birgitte Engebretsen, Gaute Simen Gravir, Håvard Naustdal and Trine Rønningen. CEO Jussi Tolvanen.

It was decided that the number of the Members of the Board of Directors will be three. It was decided to choose Petter-Børre Furberg as the Chair of the Board of Directors and the following people as Members of the Board of Directors: Thomas Thyholdt and Cecilie Heuch. The members of the board are independent of DNA Plc but non-independent of Telenor Group. The Board Members shall not be paid remuneration.

It was resolved to elect Authorised Public Accountants Ernst & Young Oy as the DNA Plc's auditor. APA Mikko Järventausta will act as the Principal Auditor.

The decision below was published in a stock exchange release on 30 December 2022 at 10:00 am EET.

Telenor Finland Holding Oy, the sole shareholder of DNA Plc, decided to make the decisions related to the composition of the Board of Directors, which belong to the Extraordinary General Meeting, without holding a separate General Meeting. The decisions have been made legally in accordance with the Companies Act Chapter 5 Section 1.

It was decided that the number of members of the Board of Directors of DNA Plc will be three. Petter-Børre Furberg will continue as the Chair of the Board. Thomas Thyholdt and Cecilie Heuch were chosen as members of the Board.

The decisions apply from 1 January 2023.

The decision below was published in a stock exchange release on 13 September 2022 at 10:00 am EEST.

DNA Plc's sole shareholder, Telenor Finland Holding Oy, decided to make decisions belonging to the Extraordinary General Meeting without holding the Extraordinary General Meeting. The decision has been made legally, in accordance with the Companies Act Chapter 5 Section 1.

The Chair of DNA Plc’s Board of Directors changes. Jukka Leinonen will leave his position in the company’s Board of Directors on 13 September 2022.  DNA's sole shareowner has decided on 13 September 2022 to choose Petter-Børre Furberg as the new Chair of the Board of Directors.

The decisions below were published in a stock exchange release on 24 March 2022 at 10:30 am EET.

DNA Plc's sole shareholder, Telenor Finland Holding Oy, decided to make decisions belonging to the Annual General Meeting without holding the Annual General Meeting. The decisions have been made legally, in accordance with the Companies Act Chapter 5 Section 1.

It was decided to approve the consolidated financial statements and the parent company's financial statements for the financial period 1 January to 31 December 2021. It was noted that the Board of Directors had proposed to the Annual General Meeting that the company distribute a dividend of EUR 1.52 per share for the financial year 2021. Based on the number of shares on December 31, 2021, a total dividend of EUR 200,916,919.68 will be distributed. The Board had also proposed that the remaining portion of the distributable funds be retained in equity. The Board's proposal to use the distributable funds shown in the balance sheet was approved.

It was resolved to discharge the Board of Directors and the CEO from liability regarding the financial year from 1 January 2021 to 31 December 2021. Discharge applies to the members listed below during the terms of office listed below:

1.1.–26.3.2021 Jørgen C. Arentz Rostrup (chair), Fredric Scott Brown, Nils Katla, Tero Ojanperä, Anni Ronkainen, Kirsi Sormunen ja Ulrika Steg. CEO Jukka Leinonen. 

• 26.3.–11.10.2021 Sigve Brekke (chair), Birgitte Engebretsen, Gaute Simen Gravir, Nils Katla, Håvard Naustdal ja Trine Rønningen. CEO Jukka Leinonen. 
• 11.10.–31.12.2021 Jukka Leinonen (chair), Birgitte Engebretsen, Gaute Simen Gravir, Nils Katla, Håvard Naustdal, Trine Rønningen. CEO Jussi Tolvanen. 

It was decided that the number of the Members of the Board of Directors will be five. It was decided to choose Jukka Leinonen as the Chair of the Board of Directors and the following people as Members of the Board of Directors: Birgitte Engebretsen, Gaute Simen Gravir, Håvard Naustdal and Trine Rønningen. The members of the board are independent of the company but non-independent of Telenor Group. The Board Members shall not be paid remuneration.

Authorised Public Accountants Ernst & Young was chosen as the company’s auditor. APA Terhi Mäkinen will act as the principal auditor.

DNA Plc's Annual General Meeting 2020

DNA Plc's Annual General Meeting was held in Helsinki on 26 March 2021.

The Annual General Meeting (AGM) adopted the consolidated financial statements and parent company financial statements for the financial year 1 January – 31 December 2020. It was noted that the Board of Directors had proposed to the Annual General Meeting that the company pays no dividend for the financial year 2020 and that the net profit for 2020 is allocated to retained earnings. The AGM decided to approve the proposal concerning the use of distributable funds shown on the balance sheet. The AGM also decided to discharge the Members of the Board of Directors and the CEO from liability for the financial year 1 January – 31 December 2020.

It was decided that the number of the Members of the Board of Directors will be six. The AGM decided to elect Sigve Brekke as the Chair of the Board of Directors and the following people as Members of the Board of Directors:Birgitte Engebretsen, Gaute Simen Gravir, Nils Katla, Håvard Naustdal and Trine Rønningen. The members of the board are independent of the company but non-independent of Telenor Group. The Board Members who are not independent of Telenor Group shall not be paid remuneration.

The AGM decided to elect Authorised Public Accountants Ernst & Young as the company’s auditor. APA Terhi Mäkinen. will act as the principal auditor.

DNA Plc's Annual General Meeting 2020

According to the Limited Liability Companies Act, a shareholder has the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting, if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be included in the notice. A shareholder's request to claim the matter to the Annual General Meeting must be submitted to the DNA's Board of Directors no later than on Friday 17 January 2020.

Matters are to be represented in writing enclosed with justifications or draft resolutions, and they are to be delivered to the secretary of the Board, DNA Oyj, Asta Rantanen, PO Box 10, FI-01044 DNA, and preferably also by email at asta.rantanen@dna.fi.

 

DNA's Annual General Meeting was held on Thursday 26 March 2020 in Helsinki.

The Annual General Meeting adopted the consolidated financial statements and parent company financial statements for the financial year 2019. DNA's 2019 financial year board members and CEO were discharged.

Since DNA now has only one shareholder, it was decided to dissolve the Shareholders' Nomination Committee established in 2015. The AGM also made minor changes to Articles regarding the composition of the  Board of Directors and Notice of General Meeting.

The current composition of the Board of Directors was not changed. Jørgen C. Arentz Rostrup was elected Chairman and Fredric Scott Brown, Nils Katla, Tero Ojanperä, Anni Ronkainen, Kirsi Sormunen and Ulrika Steg were elected as members of the Board.
 

DNA Plc's Extraordinary General Meeting was held on 31 October 2019 in Helsinki

Decisions of Extraordinary General Meeting and organisation of Board of Directors

DNA Plc's Extraordinary General Meeting was held in Helsinki on 31 October 2019.

The Extraordinary General Meeting approved the proposals of the shareholders' Nomination Committee for the number of Board members, members of the Board and their remuneration. The number of board members remains seven, and the following current Board members were re-elected; Anni Ronkainen, Kirsi Sormunen and Tero Ojanperä. Jørgen C. Arentz Rostrup, Nils Katla, Fredric Scott Brown and Ulrika Steg were elected as new Board members.

Nomination committee proposed that the remuneration of the Board members remains unchanged. The Chairman of the Board will be paid annual remuneration of EUR 144,000 and the members EUR 48,000 each. The meeting fee paid for Board meetings is EUR 1,050 per meeting and meeting fee per meeting of the Board's permanent committees is EUR 1,050 for the committee chairs and EUR 525 for each committee member.

Those Board members who are non-independent of DNA Plc’s major shareholders forgo their entitlement for the reward.

At the constitutive meeting of the Board of Directors held subsequent to the Extraordinary General Meeting, Jørgen C. Arentz Rostrup was elected Chair and members of the Audit Committee and the Personnel Committee were elected from among the Board members.
Kirsi Sormunen was elected as the Chair of the Audit committee and Tero Ojanperä and Nils Katla were elected as members of the Audit Committee.
Jørgen C. Arentz Rostrup was selected as the Chair of the Personnel Committee and Anni Ronkainen and Ulrika Steg were elected as members of the Personnel Committee.
Anni Ronkainen, Kirsi Sormunen and Tero Ojanperä are independent of the company and of the major shareholder. Jørgen C. Arentz Rostrup, Nils Katla, Fredric Scott Brown and Ulrika Steg are independent of the company but non-independent of the major shareholder.

Materials

• Minutes of the Extraordinary General Meeting (unofficial translation)
• Privacy Statement (pdf)
• Notice of DNA Plc's Extraordinary General Meeting
• Shareholders' Nomination Committee's proposal to the DNA Plc Extraordinary General Meeting 2019 
• Decisions of DNA Plc's Extraordinary General Meeting and organisation of Board of Directors

DNA Plc's Annual General Meeting 2019

DNA Plc's  Annual General Meeting was held on 28 March 2019 in the Veranda conference room in Finlandia Hall at Mannerheimintie 13 e, Helsinki.

DNA’s stock exchange release on 1 February 2019: Notice of DNA Plc's Annual General Meeting

Important dates related to AGM

18 March, 2019 Record date for attend to AGM
25 March, 2019 at 10:00 EET Registration period ends
28 March, 2019 at 13:00 EET Annual General Meeting
29 March, 2019 Ex-dividend date
1 April, 2019 Record date for dividend payment
10 April, 2019 Dividend payment date

Materials

• Stock exchange release 28 March 2019: Decisions of DNA Plc's Annual General Meeting 2019
• Stock exchange release 28 March 2019: Composition of the committees of DNA's Board of Directors
• Minutes of the meeting (pdf)
• Meeting's material (pdf)
• Meeting's presentation, CEO's review (in Finnish)
• Privacy Statement (pdf)
• DNA’s Board of Directors’ CV’s
• Stock exchange release 21 January 2019: Shareholders' Nomination Committee's proposal to the DNA Plc Annual General Meeting 2019
• DNA’s Annual Report
• DNA’s Financial Statements, 2018

Annual General Meeting  2018

DNA's Annual General Meeting was held on 22 March 2018 in Finlandia Hall.

Stock exchange releases

• Composition of the committees of DNA's Board of Directors (22 March 2017)
• Decisions of DNA Plc's Annual General Meeting (22 March 2017)
• Amendments to proposals by the DNA Shareholders' Nomination Committee to the company's Annual General Meeting 2018 (15 March 2018)
• DNA Shareholders' Nomination Committee's proposal to the DNA Plc Annual General Meeting 2018
• Notice of DNA Plc's Annual General Meeting (2 February 2018)

Other materials

• Minutes of the meeting (pdf)
• Data protection description
• DNA's Annual Report 2017
• DNA's Financial Statements 2017

Important dates related to AGM

12 March, 2018 Record date for attend to AGM
19 March, 2018 at 10:00 EET Registration period ends
22 March, 2018 at 13:00 EET Annual General Meeting
23 March, 2018 Ex-dividend date
26 March, 2018 Record date for dividend payment
4 April, 2018 Dividend payment date

Annual General Meeting 2017

DNA Plc's Annual General Meeting was held on Wednesday, March 22, 2017, starting at 10:00 am (EET) at the main auditorium of Finlandia Hall.

Stock releases

• Composition of the committees of DNA's Board of Directors (22 March 2017)
• Decisions of DNA Plc's Annual General Meeting (22 March 2017)

AGM documents

• Invitation to attend (pdf)
• Proposals for the AGM
• Minutes of the meeting (pdf)

Other material

• Annual Report 2016
• Financial Statements 2016
• Description of file (pdf)
• CEO's review in Annual General Meeting (in Finnish)

Important dates

10 March, 2017  Record date for attend to AGM
23 March, 2017  Ex-dividend date
24 March, 2017  Record date for dividend payment
7 April, 2017       Dividend payment date

Annual General Meeting 2016

DNA Plc’s Annual General Meeting was held on 31 March 2016. The AGM adopted the financial statements and discharged the Board of Directors and the CEO from liability for the financial period 2015.

The number of Board members was confirmed to be six. Re-elected members of the Board include Jarmo Leino, Jukka Ottela, Kirsi Sormunen, Tero Ojanperä, Anu Nissinen and Margus Schults.

At the constitutive meeting of the Board of Directors held subsequent to the AGM, Jarmo Leino was re-elected Chairman.

Authorised Public Accountants PricewaterhouseCoopers Oy was re-elected auditor of the company, with APA Mika Kaarisalo acting as the auditor with the principal responsibility.

Payment of dividends

According to the proposal by the Board of Directors, the AGM agreed to pay a dividend of EUR 4.72 per share, a total of EUR 40,062,746.40, for the financial period 2015.

The AGM decided to pay dividends to shareholders who, on the dividend record date, were registered in the company's register of shareholders held by Euroclear Finland Ltd. The dividend record date was 4 April 2016 and the dividend was paid on 11 April 2016. No dividend was paid for treasury shares held by the company itself.

The Board’s share repurchase authorization

The AGM authorised the Board of Directors to decide on the repurchase of treasury shares. Based on the authorization, the Board of Directors can decide on the repurchase of a maximum of 960,000 treasury shares. This is equal to slightly less than 10 per cent of all company shares. The shares can be repurchased only by using the company’s unrestricted shareholders’ equity. The repurchase can take place in one or several instalments.

The purchase price can range from EUR 70 and EUR 150 per share. Treasury shares can be repurchased to make acquisitions or other business related arrangements, to improve the capital structure, for use in the company's incentive schemes or to be otherwise disposed of or cancelled, provided that the acquisition is in the interest of the company and its shareholders.

The authorization will be effective until 30 June 2017. This authorisation cancels the previous authorisation.

Decisions of DNA Plc’s Extraordinary General Meeting held on 25 October 2016

The company’s Extraordinary General Meeting held on 25 October 2016 elected Mr. Pertti Korhonen as a new member of the Board of Directors of DNA. The existing members of DNA’s Board of Directors will continue as board members. In addition, the Board of Directors has decided, conditional upon consummation of the IPO and listing of the Company, to elect Mr. Pertti Korhonen as the Chairman of the Board of Directors, with such election taking effect on the day following the contemplated listing of the Company. Pertti Korhonen is independent of the company and the company’s significant shareholders.

The company’s Extraordinary General Meeting held on 25 October made decisions required by the contemplated IPO and listing. The company’s Extraordinary General Meeting decided e.g. to change the company’s form from a private limited liability company to public limited liability company and decided on other changes to the company’s articles of association including changes required for the contemplated listing. The company’s Extraordinary General Meeting decided to increase the number of the company’s shares by way of a share split, in which new shares will be issued to the shareholders without payment in proportion to their holdings so that, for each share, shareholders will receive 14 new shares. After the share split, the total number of the company’s shares will be 127,325,850.

In addition, the Extraordinary General Meeting authorized the Board of Directors to decide on a share issue and the granting of options and other special rights entitling to shares referred to in Chapter 10, section 1 of the Companies Act. A maximum of 7,500,000 new shares or treasury shares held by the company can be issued under the authorization. The maximum number under the authorization corresponds to approximately 5.9% of the company’s shares after the proposed share split has been completed. The authorisation allows the Board of Directors to decide upon a directed issue including the right to derogate from the shareholders' pre-emptive subscription right and upon the granting of special rights provided that the requirements set forth by law are met.  The Board of Directors can act on this authorization in connection with the share issue that is to be carried out in connection with the company’s contemplated IPO and listing as well as in connection with the implementation of incentive schemes and possible payment of share remuneration to the members of the Board of Director.