The Annual General Meeting of
The minutes of the General Meeting in Finnish will be available on Modulight Corporation’s website modulight.com/agm2024/ on
Adoption of the financial statements
The Annual General meeting adopted the company’s financial statements for the financial period from 1 January-
The Annual General Meeting approved the Board of Directors’ proposal that the result for the year 2023 of
Resolution on discharge from liability
It was resolved to discharge the members of the Board of Directors and the CEO from liability for the financial period of 1 January–31 December 2023.
Remuneration report
It was resolved to adopt the Remuneration Report for the Governing Bodies.
Remuneration of the members of the Board of Directors
It was resolved in accordance with the proposal of the Shareholders’ Nomination Board that the remuneration for the Chair of the Board is
The number of members of the Board of Directors
It was resolved in accordance with the proposal of the Shareholders’ Nomination Board that the Board of Directors consists of five members.
Composition of the Board of Directors
The following persons were re-elected as members of the Board of Directors in accordance with the proposal of the Shareholders’ Nomination Board:
Remuneration of the auditor
It was resolved that the auditor’s remuneration is paid in accordance with an invoice approved by the company.
Election of the auditor
Authorising the Board of Directors to resolve on the repurchase of the Company’s own shares and/or accepting them as a pledge
The Annual General Meeting decided to authorise the Board of Directors to decide upon the acquisition of a maximum of 4,261,694 of the company’s own shares and/or accepting the same number of the company’s own shares as a pledge, in one or several tranches, by using the company’s unrestricted equity. The maximum total of shares that will be acquired and/or accepted as a pledge corresponds to approximately 10% of all shares in the company as of the date of the notice. However, the company cannot, together with its subsidiaries, own or accept as a pledge altogether more than 10% of its all shares at any point in time.
The shares will be acquired otherwise than in proportion to the holdings of the shareholders via public trading arranged by
The authorisation is valid until the closing of the next Annual General Meeting, however, no longer than
Authorising the Board of Directors to decide on a share issue and the issuance of option rights and other special rights entitling to shares
The Annual General Meeting decided to authorise the Board of Directors to resolve on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares referred to in Chapter 10, section 1 of the Finnish Limited Liability Companies Act, in one or several tranches, either against payment or without payment.
The number of shares to be issued, including the shares received on the basis of the option rights and other special rights, may not exceed 4,261,694 shares, which amounts to approximately 10% of all shares in the company as of the date of the notice. The Board of Directors may decide to either issue new shares or to assign company shares that are held by the company.
The authorisation entitles the Board of Directors to decide on all terms and conditions that will apply to the share issue and to the issuance of option rights or other special rights entitling to shares, including the right to derogate from the shareholders’ pre-emptive right. The shares can be used as consideration in transactions, as part of the company’s incentive schemes or for other purposes as decided by the Board of Directors.
The authorisation remains in force until the end of the next Annual General Meeting, however not for longer than until
Resolutions of the Inaugural Meeting of the Board of Directors
Appointed by the Annual General Meeting, the Board of Directors held its inaugural meeting immediately after the Annual General Meeting. At the meeting the Board of Directors elected the members of its Remuneration Committee.
The Board of Directors has evaluated that all of its members are independent of the company and its significant shareholders with the exception of Seppo Orsila, who is dependent of the company and its significant shareholders. Therefore, the Board of Directors of
MODULIGHT CORPORATION
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