Relais Group Oyj: Resolutions of Relais Group Plc's Annual General Meeting and the organizational meeting of the Board of Directors 10 April 2025
Relais Group Plc, Stock Exchange Release 10 April 2025 at 5:00 p.m. EEST
Relais Group Plc's Annual General Meeting (AGM) was held in Helsinki today on 10 April 2025. The AGM adopted the financial statements for the financial year 2024 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2024. The AGM also adopted the Remuneration Report 2024 through an advisory resolution.
Composition and Remuneration of the Board of Directors
The AGM confirmed the number of Board members as five, and re-elected Anders Borg, Olli-Pekka Kallasvuo, Katri Nygård, Jesper Otterbeck and Lars Wilsby as members of the Board of Directors. In the Board meeting held after the AGM, the Board of Directors elected Jesper Otterbeck as Chair of the Board.
The AGM decided that the Chair of the Board shall be paid an annual fee of EUR 42,000 and the Board members an annual fee of EUR 21,000. The AGM also decided that any travel expenses of the Board members will be reimbursed in accordance with the company's travel policy.
Auditor and sustainability reporting assurance provider
The AGM elected audit firm PricewaterhouseCoopers Oy as the company's auditor, and they have notified the company that Authorized Public Accountant Ylva Eriksson will act as the principal auditor. The AGM decided that the remuneration for the auditor be paid according to the invoice approved by the company.
The AGM also elected PricewaterhouseCoopers as the company's sustainability reporting assurance provider, and they have notified the company that Authorized Sustainability Auditor Ylva Eriksson will act as the responsible sustainability auditor. The AGM decided that the remuneration for the sustainability reporting assurance provider be paid according to the invoice approved by the company.
Payment of dividend
The AGM decided that a dividend of EUR 0.30 per share be paid on the basis of the adopted balance sheet for the financial year 2024 in accordance with the proposal of the Board of Directors. The dividend will be paid to shareholders who are registered in the company's shareholder register maintained by Euroclear Finland Oy on the record date of the payment of the dividend, which is 14 April 2025. The dividend will be paid on 23 April 2025.
In addition, the AGM authorized the Board of Directors to decide, at its discretion, on the distribution of a maximum additional dividend of EUR 0.20 per share in one instalment. The authorisation is valid until 31 December 2025. The company will announce the possible decision taken by the Board of Directors on the distribution of dividend and, in connection with this, confirm the record date and payment date of the dividend. The dividend based on the authorisation will be paid to shareholders who on the record date of the dividend payment in question are registered in the company's shareholder register maintained by Euroclear Finland Oy.
Authorizing the Board of Directors to decide on the acquisition and/or on the acceptance as pledge of own shares
The AGM authorized the Board of Directors to resolve on the acquisition or accepting as pledge of a maximum of 1,806,052 of own shares in one or more tranches using the company's unrestricted equity.
Own shares may be acquired and/or accepted as pledge in order to, inter alia, develop the company's capital structure, finance or implement any corporate acquisitions or other transactions, implement share-based incentive plans, pay board fees or otherwise transfer or cancel them.
Own shares may be acquired in public trading on marketplaces whose rules and regulations allow the company to trade in its own shares. In such a case, own shares are acquired through directed acquisition, i.e. in a proportion other than its shareholders' holdings of company shares, and the consideration paid for the shares is based on their publicly quoted market price of the company's share so that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorization period and their maximum price equals the highest market price quoted in public trading during that period.
The authorization is effective until the closing of the Annual General Meeting to be held in 2026, yet no further than until 30 June 2026. The authorization cancels the authorization granted by the Annual General Meeting on 10 April 2024 to decide on the acquisition or acceptance as pledge of own shares.
Authorizing the Board of Directors to decide on a share issue and on granting option rights and other special rights entitling to shares
The AGM authorized the Board of Directors to decide on issuing a maximum of 3,612,104 shares in a share issue or on granting special rights entitling to shares (including stock options) as referred to in Chapter 10 Section 1 of the Limited Liability Companies Act, in one or several tranches.
The authorization may be used to, inter alia, finance and implement any prospective corporate acquisitions or other transactions, to implement the company's share-based incentive plans, or for other purposes determined by the Board.
The authorization grants the Board the right to decide on all terms and conditions governing said share issue and the granting of special rights, including the subscribers or the grantees of said special rights and the payable consideration. The authorization also includes the right to issue shares in deviation from the shareholders' pre-emptive rights, i.e. in a directed manner. The authorization of the Board covers both the issue of new shares and the assignment of any shares that may be held in the company's treasury.
The authorization is effective until the closing of the Annual General Meeting to be held in 2026, yet no further than until 30 June 2026. The authorization cancels the authorization granted by the Annual General Meeting on 10 April 2024 concerning the issue of shares and special rights entitling to shares.
Relais Group Plc
Board of Directors
Further information:
Relais Group, CEO Arni Ekholm
Tel. +358 40 760 3323
Email: arni.ekholm@relais.fi
Relais Group
Relais Group is a leading consolidator and acquisition platform on the vehicle aftermarket in the Nordic and Baltic countries. We have a sector focus in vehicle life cycle enhancement and related services. We also serve as a growth platform for the companies we own.
We are a profitable company seeking strong growth. We carry out targeted acquisitions in line with our growth strategy and want to be an active player in the consolidation of the aftermarket in our area of operation. Our acquisitions are targeted at companies having a good strategic fit with our group companies.
Our net sales in 2024 was EUR 322.6 (2023: 284.3) million. During 2024, we completed two acquisitions. We employ approximately 1,300 professionals in six different countries. The Relais Group share is listed on the Main Market of Nasdaq Helsinki with the stock symbol RELAIS.