Releases

Suomen Hoivatilat Plc                                                                        
Stock exchange release, 27 March 2018 5:00 pm EET

Decisions of the Annual General Meeting and resolutions made by the constitutive meeting of Board of Directors of Suomen Hoivatilat Plc

The Annual General Meeting of Suomen Hoivatilat Plc ("Hoivatilat" or the "Company") was held today in Oulu, Finland. The Annual General Meeting confirmed the financial statements for 2017, and discharged the members of the Board of Directors and the CEO from liability for the financial year 2017.

Dividend payment

As proposed by the Board of Directors, the Annual General Meeting decided to pay a dividend of EUR 0.13 per share for the financial year that ended on 31 December 2017. The dividend will be paid to shareholders who are registered in the shareholder register maintained by Euroclear Finland Oy on 29 March 2018, the date of record of the dividend payout. The dividend will be paid on 9 April 2018.

Composition of the Board of Directors

The Annual General Meeting approved a six-member Board of Directors for the coming financial year. The members of the new board are Pertti Huuskonen, Timo Pekkarinen, Reijo Tauriainen, Satu Ahlman, with Harri Aho and Kari Nenonen as new members. Pertti Huuskonen was elected chair of the Board of Directors. The term of office of the Board members lasts until the conclusion of the Annual General Meeting following their election.

Remuneration for the Board of Directors

The Annual General Meeting decided that a monthly fee of EUR 1,667 would be paid to each member of the Board of Directors, and that a monthly fee of EUR 3,750 would be paid to the chair of the Board. In addition, in compensation for each board meeting they attend, a fee of EUR 600 will be paid to each of the board members, and EUR 1,200 to the chair of the board. In compensation for each committee meeting they attend, a fee of EUR 400 will be paid to each of the board members, and EUR 600 to the chair of the board. An increase of 50% applies in all cases if the travel time of a board member or the chair for attending a meeting is over three hours. In addition, the members of the Board of Directors and of the committees are reimbursed for reasonable travel expenses against receipts in accordance with guidelines from the Finnish Tax Administration.

Appointing an auditor and deciding on remuneration

The auditor elected for a term ending at the end of the next Annual General Meeting was the authorised public accounting firm KPMG Oy Ab, with Authorised Public Accountant Antti Kääriäinen as the principal auditor. The auditor is paid a reasonable fee based on an invoice.

Amendment to the Articles of Association

The Annual General Meeting of the company gave its approval that an ordinary or extraordinary general meeting may be held at a venue designated by the Board of Directors in the company's place of domicile, i.e. Helsinki, Espoo or Vantaa.

Authorising the Board of Directors to decide on issuance of shares

The Annual General Meeting authorised the Board of Directors to make a decision on the issuance of up to 2,500,000 new shares or shares currently held by the company, in one or more paid share issues. These share issues may be either directed share issues, or share issues in accordance with the pre-emptive subscription rights of the shareholders. The authorisation can also be used for company incentive schemes. Based on the authorisation, up to 250,000 shares can be issued for incentive schemes.

The share issue authorisation of the Board of Directors is valid until the end of the next Annual General Meeting, or up until 30 June 2019 at the latest. The proposed authorisation supersedes the previously granted share issue authorisations, but does not supersede any prior authorisations to grant special rights entitling to shares. The Board of Directors has been authorised to decide on all other terms and conditions of share issues.

Authorisation of the Board of Directors to decide on acquiring and/or pledging the company's own shares

The Annual General Meeting authorised the Board of Directors to decide on acquiring and/or pledging the company's own shares

The maximum total number of shares to be acquired and/or pledged is 500,000 shares, representing approximately 2 per cent of the total number of shares in the company. The authorisation allows for the company's own shares to be acquired with free equity only.

The authorisation of the Board of Directors is valid until the end of the next Annual General Meeting, or up until 30 June 2019 at the latest.

Resolutions made by the constitutive meeting of Board of Directors

The meeting of the board of directors of the company held today after the annual general meeting of shareholders of the company, has resolved on the members of the audit committee and remuneration committee of the Board of Directors.

Reijo Tauriainen was elected as chairman of the audit committee and Harri Aho and Kari Nenonen as the ordinary members of the audit committee. Pertti Huuskonen was elected as the chairman of the remuneration committee and Satu Ahlman and Timo Pekkarinen as the ordinary members of the remuneration committee.

The board of directors of the company has evaluated the independency of the members of the board of directors of the company and noted that [Pertti Huuskonen, Reijo Tauriainen, Satu Ahlman, Harri Aho and Kari Nenonen] are independent from the company as well as the major shareholders of the company. Timo Pekkarinen however is independent from the major shareholders of the company, yet dependent on the company. Timo Pekkarinen is the managing director of Lapti Group Oy, which is the parent company of Rakennusliike Lapti Oy, a significant construction partner of Hoivatilat, and a member of the Board of Directors of Rakennusliike Lapti Oy. Therefore the independency requirements of the Finnish Corporate Governance Code 2015 are fulfilled. 

Minutes of the General Meeting

The minutes of the Annual General Meeting will be available on the Suomen Hoivatilat website and at the company's head office at Lentokatu 2, 90460 Oulunsalo, Finland, no later than two weeks after the meeting, i.e. by 10 April 2018.

Oulu, 27 March 2018

SUOMEN HOIVATILAT PLC
Board of Directors

Further information:
Jussi Karjula, CEO, tel. +358 40 773 4054

Suomen Hoivatilat in brief:
Suomen Hoivatilat Oyj specialises in producing, developing, owning and leasing out nursing homes, day care centres and service blocks. Founded in 2008, Hoivatilat has been working in cooperation with as many as 50 Finnish municipalities and has launched 120 property projects throughout Finland. The company was listed on the Nasdaq Helsinki stock exchange on 1 March 2017.