23 April 2021 at 17.00 (EEST)
Resolutions of Loudspring Plc's Annual General Meeting and the constitutive meeting of the Board of Directors
The Annual General Meeting of Loudspring Plc was held on 23 April 2021 under special arrangements in the company's office in Helsinki. In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting was held without shareholders' or their proxy representatives' presence at the meeting venue. Shareholders and their proxy representatives could participate in the meeting and exercise shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance. The Annual General Meeting supported all the proposals presented to the meeting.
The Annual General Meeting resolved on the following issues:
Adoption of the annual accounts, result for the financial period and resolution on the discharge from liability
The Annual General Meeting adopted the annual accounts for 2020 and resolved that the net loss of EUR 1 338 484,81 be transferred to the accrued earnings account and that no dividend be paid. The Annual General Meeting discharged the members of the Board of Directors and the CEO from liability for the year 2020 as well as for preparation of the annual accounts.
Resolution on the remuneration of the members of the Board of Directors and election of members of the Board of Directors
The Annual General Meeting resolved that the members of the Board of Directors be paid EUR 400 per month. In addition, the Chairman of the Board would be granted 25,000, Vice Chairman 20,000 and other Board members 15,000 stock options as annual remuneration.
The stock options will be issued from the company's stock option plan 1-2021.
The remuneration of the members of the Board of Directors is not paid to persons working for the company. It is also proposed that the members of the Board of Directors be reimbursed for reasonable travel and lodging costs. Travel and lodging costs would not be compensated to those members of the Board of Directors who reside in the greater Helsinki area when the meetings are held in the greater Helsinki area.
The Annual General Meeting resolved that five (5) members be elected to the Board of Directors. The Annual General Meeting re-elected Mr. Matti Vuoria, Mr. Lassi Noponen, Mr. James Penney, Mr. Johan Strömberg and Mr. Anders Lundström of the current members of the Board of Directors as members to the Board of Directors.
Remuneration and election of the auditor
The Annual General Meeting resolved that the auditor's fees are paid according to the auditor's invoice approved by the company. The Annual General Meeting elected auditing firm KPMG Oy Ab as the company's auditor. KPMG Oy Ab has informed that the principal auditor will be Mr. Petri Kettunen, Authorised Public Accountant.
Authorizing the Board of Directors to decide on issuance of shares, options and other special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to decide, in one or more transactions, on the issuance of class A shares and issuance of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows:
The number of class A shares to be issued based on the authorization may in total amount to a maximum of 10,000,000 shares.
The Board of Directors decides on all the terms and conditions of the issuances of shares and of options and other special rights entitling to shares. The issuance of shares and of options and other special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue), if there is a weighty financial reason for the company.
Shares may be conveyed either against payment or free of charge in the company's share issues. A directed share issue may be a share issue without payment only if there is an especially weighty reason for the same both for the company and in regard to the interests of all shareholders in the company.
The authorization cancels the authorization granted by the Extraordinary General Meeting on 25 February 2021.
The authorization is valid until 30 June 2023.
Authorizing the Board of Directors to decide on acquisition of the company's own shares
The Annual General Meeting authorized the Board of Directors to decide on acquisition of the company's own shares on the following terms and conditions:
The Board of Directors is authorized to repurchase a maximum of 2,163,000 company's own class A shares and/or accept company's own class A shares as pledge on the company's unrestricted equity. This amount corresponds to approximately 5.0 per cent of the company's shares.
The acquisition may take place in one or more instalments. The purchase price shall not be lower than the lowest price paid for the company's class A shares in multilateral trading on the acquisition date and shall not be higher than the highest price paid for the company's class A shares in multilateral trading on the acquisition date. In connection with the execution of the acquisition of own shares derivatives, share lending or other contracts customary to capital markets and permitted by laws and regulations may be entered into at price determined by the markets. The authorization entitles the Board of Directors to decide on the acquisition in deviation from the shareholders' shareholding (directed acquisition).
Shares may be repurchased to be used as consideration in possible acquisitions or other business arrangements of the company, to finance investments, as part of the company's incentive scheme or to be retained, otherwise conveyed or cancelled.
The Board of Directors shall decide on other terms and conditions relating to acquisition of own shares. The authorization is valid for eighteen (18) months from the decision of the General Meeting.
Constitutive meeting of the Board of Directors
The Board of Directors elected in the Annual General Meeting held its constitutive meeting after the Annual General Meeting and elected amongst its members Mr. Matti Vuoria as the Chairman of the Board and Mr. Lassi Noponen as the Vice Chairman of the Board.
Board of Directors