Decisions of the Annual General Meeting of Fondia Plc and constitutive meeting of Board of Directors
Fondia Plc
Company release
2025-03-20 at 5.15 p.m. EET
The Annual General Meeting of Fondia Plc was held today on 20 March 2025 at 3.00 p.m. EET in Helsinki.
The General Meeting approved the company's financial statements and granted discharge from liability to the members of the Board of Directors and the CEO for the financial period 1 January 2024-31 December 2024.The General Meeting approved an amendment to the Articles of Association to increase the minimum number of Board members from one to three and to remove the provisions on the election of deputy members of the Board. The General Meeting also approved, on an advisory basis, the remuneration report 2024 for the governing bodies of the company.
In addition, the General Meeting decided on the following matters:
Payment of dividend
In accordance with the proposal of the Board of Directors, the General Meeting resolved to pay a dividend of EUR 0.30 per share to be paid for each share entitled to dividend from the parent company's distributable reserves. The dividend will be paid to the shareholder who, on the record date for the dividend payment on 24 March 2025, is registered in the shareholders' register of the company kept by Euroclear Finland Ltd. The dividend will be paid on 1 April 2025.
Members of the Board of Directors and remuneration
The number of Board members was set at four (4). Johan Hammarén, Sami Honkonen, Timo Lappi and Katariina Lindholm were re-elected as Board members. The term of office of the Board members will expire at the end of the next Annual General Meeting. The General Meeting decided that the following remuneration will remain unchanged and thus the following fees will be paid to the members of the Board of Directors: Chair of the Board of Directors EUR 3,500 per month and the other members of the Board of Directors EUR 2,000 per month each. Travel expenses will be reimbursed in accordance with the maximum amount of the current travel allowance base set by the Tax Administration.
Auditor
The General Meeting resolved that Grant Thornton Oy, Authorized Public Accountants, was re-elected as the company's auditor. Grant Thornton Oy has notified that KHT Peter Åhman, Authorized Public Accountant, will act as the auditor with principal responsibility.
Authorising the Board of Directors to decide on the repurchase of own shares
The Annual General Meeting resolved to authorize the Board of Directors to decide on the repurchase of company's own shares as follows:
The number of own shares to be repurchased on the basis of the authorisation shall not exceed 300,000 shares in total, which corresponds to approximately 7.6% of the current total number of the shares in the company. However, the company, together with its subsidiaries, may not own and/or pledge more than 10% of all shares in the company at any time. Own shares may only be repurchased on the basis of the authorisation by using the unrestricted equity of the company.
Own shares can be repurchased on the repurchase date at a price formed in multilateral trading or otherwise at a price formed in the market. Shares may also be repurchased outside public trading at a price that does not exceed the market price in public trading at the time of acquisition.
The Board of Directors decides how the shares are repurchased. Own shares may be repurchased other than in proportion to the shares held by the shareholders (directed repurchase) if there is a weighty financial reason for the company within the meaning of Chapter 15, Section 6 of the Companies Act.
Own shares may be repurchased for the purpose of developing the company's capital structure, for transfer for the purpose of financing or implementing possible acquisitions, investments or other arrangements relating to the company's business, for use in the company's incentive schemes or otherwise for further transfer, retention or annulment.
The authorisation annuls the authorisation given to the Board of Directors by the Annual General Meeting of 20 March 2024. The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2026.
Authorising the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares
The Annual General Meeting resolved to authorize the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares referred to in Chapter 15, Section 6 of the Finnish Limited Liability Companies Act in one or more tranches as follows:
The number of shares to be issued on the basis of the authorisation shall not exceed 390,000 shares in total (including shares to be issued on the basis of special rights), which corresponds to approximately 9.9% of the current total number of the shares in the company.
The Board of Directors decides on all the conditions of the issuance of shares, option rights and special rights entitling to shares. The authorisation may be used to issue both new shares and shares held by the company. New shares may be issued, and shares held by the company may be transferred either against payment or free of charge. In the issue and transfer of shares, option rights and other special rights entitling to shares, the shareholders' pre-emptive subscription rights (directed issue) may be derogated from if there is a weighty economic reason from the company's point of view, such as the use of shares to develop the company's capital structure, to implement possible acquisitions, investments or other arrangements relating to the company's business or to implement the company's commitment and incentive schemes. The Board of Directors may also decide on a share issue free of charge to the company itself.
The authorisation annuls the authorisation given to the Board of Directors by the Annual General Meeting of 20 March 2024. The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2026.
Decisions of the constitutive meeting of Board of Directors
The Board of Directors elected at the Annual General Meeting held an organizational meeting immediately after the conclusion of the Annual General Meeting. Timo Lappi was re-elected as Chair of the Board and Johan Hammarén was re-elected as Vice Chair of the Board. The Board decided not to establish any committees.
At its meeting, the Board assessed the independence of its members in accordance with the Finnish Corporate Governance Code for listed companies. The Board concluded that of the members Johan Hammarén, Sami Honkonen and Katariina Lindholm are independent of the company. Sami Honkonen and Katariina Lindholm are also independent of the company's significant shareholders. Timo Lappi and Johan Hammarén are significant shareholders of the company. In addition, Timo Lappi, the company's interim CEO, is dependent of the company.
Fondia Plc
For further information, please contact:
Timo Lappi, Interim CEO; Chair of the Board of Directors, tel. +358 40 756 7809
Certified Adviser Aktia Alexander Corporate Finance Oy, tel. +358 (0)50 5204098
Fondia in brief
Fondia solves the legal needs of companies by combining the best services from internal legal departments and law firms. Fondia operates in Finland, Sweden, Estonia, and Lithuania, and the Group's net sales in 2024 were €25.6 million. Fondia employs around 180 people.
Distribution:
Nasdaq Helsinki Ltd
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