Decisions of DNA Plc’s Annual General Meeting held on 31 March 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.