Resolutions of Netum Group Plc's Annual General Meeting and the constitutive meeting of the Board of Directors

Netum Group Plc | Company announcement | 25 March 2025 at 10:30 a.m. EET

Resolutions of Netum Group Plc's Annual General Meeting and the constitutive meeting of the Board of Directors

The Annual General Meeting of Netum Group Plc, held today on 25 March 2025, adopted the financial statements for 2024 and discharged the members of the Board of Directors and the CEO from liability for the financial year ending 31 December 2024.

Distribution of dividend

In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that a dividend of EUR 0.05 per share be paid for the financial year 2024 from the company’s distributable funds. The dividend will be paid to shareholders who on the record date of the dividend payment, 27 March 2025, are registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend will be paid on 7 April 2025.

In addition, the Annual General Meeting authorised the Board, at its discretion, to resolve on the distribution of an additional dividend up to a maximum of EUR 0.03 per share of the retained earnings. The authorisation is valid until 1 December 2025.

Election and remuneration of the Board members

The number of members of the Board of Directors remained unchanged at five (5) members. The current Board members Olavi Köngäs, Marja-Liisa Permikangas, Kirsi Mettälä and Jarmo Puputti were re-elected and Matti Mujunen was elected as a new member. The members of the Board of Directors were elected for a term ending at the end of the next Annual General Meeting.

The Annual General Meeting decided on the following fees to the members of the Board of Directors: EUR 2,200 per month for the Chairman of the Board (previously EUR 2,000 per month) and EUR 1,700 per month for each other member of the Board (previously EUR 1,500 per month). Board members shall be paid meeting fees for each committee meeting as follows: the Chairman of the committee EUR 600 for a meeting and the other members of the committee EUR 400 for a meeting. In addition, the members of the Board shall be paid reasonable travel expenses arising from the meetings.

Election of the auditor and the auditor’s fee

The General Meeting elected the audit firm Oy Tuokko Ltd as the company’s auditor for a term ending at the end of the next Annual General Meeting following the election. Audit firm Oy Tuokko Ltd has notified that Tuija Siuko, APA, will be the principal auditor. The auditor’s fees shall be paid in accordance with an invoice approved by the company.

Authorisation to decide on the issuance of shares, option rights and other special rights entitling to shares

The General Meeting authorised the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares in one or more instalments, either against payment or free of charge. The number of shares to be issued may amount to a maximum of 2,000,000 shares in total, corresponding to approximately 15.6% of all the shares in the company. Of this amount, a maximum of 300,000 shares have been reserved for the incentive plans for the CEO and personnel. Under the authorisation, both new shares and shares held by the company may be issued. The authorisation will be valid until the end of the next Annual General Meeting, but no later than 31 March 2026. The authorisation revokes the previous authorisation granted to the Board of Directors.

Authorisation to decide on the repurchase of the Company’s own shares

The General Meeting authorised the Board of Directors to decide on the repurchase of a maximum of 500,000 of the company’s own shares otherwise than in proportion to the shareholders’ holdings, in one or several instalments, using the company’s unrestricted equity. The maximum number of shares to be repurchased based on the authorisation corresponds to approximately 3.9% of all outstanding shares in the company. The authorisation is valid until 31 March 2026 and revokes the previous unused authorisations to repurchase the company's own shares.

AGM materials

The minutes of the Annual General Meeting will be available on the company’s website at https://www.netum.fi/en/investors/general-meeting-2025 on 8 April 2025 at the latest.

Constitutive meeting of the Board of Directors

In its constitutive meeting, Netum Group’s Board of Directors re-elected Olavi Köngäs as the Chairman of the Board.

The Board of Directors assessed the independence of its members and concluded that the members are independent of the company and its significant shareholders, with the exception of Matti Mujunen, who is dependent on the company and its significant shareholders, and Olavi Köngäs, who is independent of the company but not of its significant shareholders. Mujunen is the largest shareholder of Netum Group Plc and served as the company's CEO until 10 January 2025. Köngäs holds the shares directly and through his controlled entity Cascate Oy, a total of approximately 12.6 per cent of Netum Group Plc’s shares.

For further information, please contact:
Netum Group Plc
Olavi Köngäs, Chairman of the Board
+358 40 581 0040
olavi.kongas@netum.fi

Mari Ala-Sorvari, Head of external reporting and IR
+358 50 494 9930
mari.ala-sorvari@netum.fi

Certified Adviser: 
Evli Plc
+358 40 579 6210 

Netum Group Plc
Netum is a strongly and profitably growing IT service partner that builds a functional and secure digital society. We help our customers develop their digital business by designing and implementing sustainable digital solutions tailored to their needs – wisely and responsibly. Netum employs approximately 400 people, and the company's revenue in 2024 was EUR 44 million. Netum Group Plc's shares are listed on Nasdaq Helsinki First North (NETUM). www.netum.fi