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Results of 2016 AGM

26 May 2016 10:11

RNS Number : 3997Z
Powerflute Oyj
26 May 2016
 

26 May 2016

 

 

POWERFLUTE OYJ

 

RESULTS OF 2016 AGM

Powerflute Oyj ("Powerflute" or the "Company") announces that the Annual General Meeting of shareholders ("AGM") held today in Kuopio, Finland resolved in favour of all matters in accordance with the proposals of the Board of Directors and its Committees as presented in the Notice of the AGM published on 3 May 2015 and in the amended proposals of the Board of Directors published on 18 may 2016.

Adoption of accounts and discharge from liability

The AGM approved and adopted the Company's annual accounts for the financial year ended 31 December 2015 and granted the Board of Directors and the Chief Executive Officer discharge from liability for the period.

Resolution on use of profits and return of capital

The AGM resolved that a repatriation of invested non-restricted equity of 3.00 cents per share (0.03 euros per share) shall be made for the financial year ended 31 December 2015. The record date for the distribution to shareholders is 3 June 2016 and payment will be made on or about 21 June 2016.

Remuneration of Directors

The AGM resolved that the remuneration of the Directors for the term ending at the close of the Annual General Meeting in 2017 should be as follows:

Chairman - EUR 100,000 per annum

Other Directors - EUR 60,000 per annum

It was further resolved that additional compensation of EUR 15,000 per annum should be paid to the Chairman of the Audit Committee, additional compensation of EUR 10,000 per annum should be paid to the Chairmen of each of the Nomination Committee and Remuneration Committees and additional compensation EUR 5,000 per annum should be paid to the Senior Independent Director. In addition, the Directors are to be entitled to reimbursement of any costs incurred by them in the performance of their duties.

Composition and membership of the Board of Directors

The AGM resolved that the Board of Directors should consist of six members. Dermot F. Smurfit, Marco Casiraghi, David Walton, Christopher Knight, Teresa Presas and Wolf-Dieter Baumann were all elected and will serve as Directors until the end of the next Annual General Meeting to be held in 2017.

Remuneration and re-election of auditor

It was resolved that the auditor's fees should be paid as invoiced and Ernst & Young Oy, an auditing entity authorised by the Central Chamber of Commerce of Finland, was re-elected to act as the auditor of the Company until the end of the Annual General Meeting in 2017.

 

Repurchase of the Company's own shares and issue of new shares and options

The proposals made by the Board of Directors on the granting of authority to them for the repurchase of the Company's own shares and the issue of new shares were adopted, thereby authorising the Directors to resolve on the repurchase of up to 29,000,000 of the Company's own shares as well as the issuance of up to 29,000,000 new shares or options or other special rights or entitlements to the Company's shares. Both of the authorisations correspond to approximately 10.0% of all the shares of the Company currently in issue (excluding shares held in treasury). It was resolved that these authorities shall remain effective until the end of the next Annual General Meeting, or 30 June 2017, whichever is earlier.

Authorisation to make communication to shareholders in electronic form and to communicate by means of a website

The proposal made by the Board of Directors on permitting the Company to fulfil its obligations in respect of communication to its shareholders through the use of electronic media and communication methods, including through the use of regulatory news services and the display of announcements and other materials on the Company's website, was adopted. Any such methods of communication will be established and operated in accordance with the requirements of the AIM Rules for Companies (as amended from time to time), the Company's constitution and any legal requirements in its jurisdiction of incorporation, Finland.

Decisions of the Board of Directors

At its meeting held after the AGM, the Board of Directors elected from among its members the following:

Dermot F Smurfit was elected as Chairman of the Board of Directors.

Christopher Knight was elected as Senior Independent Director.

Christopher Knight, Teresa Presas and Wolf-Dieter Baumann were elected as members of the Audit Committee and Christopher Knight was appointed as Chairman of this Committee.

Christopher Knight, Teresa Presas and Wolf-Dieter Baumann were elected as members of the Remuneration Committee and Wolf-Dieter Baumann was appointed as Chairman of this Committee.

Christopher Knight, Teresa Presas and Wolf-Dieter Baumann were elected as members of the Nomination Committee and Teresa Presas was appointed as Chairman of this Committee.

Ends

 

For further information, please contact:

 

Powerflute

Dermot Smurfit (Chairman)

Marco Casiraghi (CEO)

David Walton (CFO)

 

 

c/o Oliver Winters, FTI Consulting

+44 20 3727 1535

Numis Securities

Mark Lander (Corporate Broking)

Andrew Holloway / Jamie Lillywhite (Nominated Advisor)

 

 

+44 20 7260 1000

FTI Consulting

Oliver Winters

Tom Hufton

 

+44 20 3727 1535

About Powerflute

Powerflute is a paper and packaging group quoted on the AIM market of the London Stock Exchange (Ticker: POWR) which seeks to acquire businesses with strong fundamentals whose performance can be improved through a combination of management focus and targeted investment.

The Group currently has two main activities; Packaging Papers which trades under the name Powerflute and operates a paper mill in Kuopio, Finland producing a specialised form of Nordic semi-chemical fluting used in the manufacture of high-performance corrugated board; and Coreboard and Cores, which trades under the name Corenso and is a leading international manufacturer of high performance coreboard and cores, with coreboard mills in the United States and Europe and a network of core producing facilities in Europe, North America and China.

Nordic semi-chemical fluting is made from locally sourced birch and boxes manufactured using it demonstrate superior strength and moisture resistance and are used for transportation of fruit and vegetables, high-value industrial goods such as electrical appliances and automotive components. The Kuopio mill is one of only three suppliers of Nordic semi-chemical fluting in Europe.

Cores and coreboard are manufactured from recycled paper and are used for applications in paper, packaging, textiles, steel, aluminium and many other industries. Coreboard and cores produced by Corenso demonstrate superior strength and rigidity and are suitable for use in the most demanding applications.

For further information, please visit www.powerflute.com.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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