Resolutions of Auroora Yhtiöt Oyj’s Annual General Meeting
Auroora Yhtiöt Oyj’s Annual General Meeting (AGM) was held on April 23, 2025, at Tampereen Kauppaseura, located at Aleksis Kiven katu 15, Tampere 1.
28 shareholders, representing 930,695 shares and votes (approximately 82.53 per cent of all the company’s shares) were represented at the General Meeting.
The Annual General Meeting resolved the following:
Approval of the Financial Statements
The AGM approved the financial statements of Auroora Yhtiöt Oyj and consolidated financial statements for the financial period January 1, 2024 – December 31, 2024.
Allocation of the profit and decision on dividend
The AGM resolved that no dividend will be distributed for the financial year 2024. The profit for the financial year will be transferred to retained earnings.
Discharge of Liability for Board Members and CEO
The AGM discharged the members of the Board of Directors and the CEO from liability for the financial year 2024
Composition and remuneration of the Board of Directors
The AGM decided to elect six members to the Board of Directors.
The AGM decided on the remuneration for the term starting at the conclusion of this AGM and ending at the conclusion of the next AGM as follows: an annual remuneration of EUR 30,000 for the Chairman of the Board and EUR 15,000 for other members of the Board. In addition, the members of the Board will be paid a compensation of EUR 400 for each Board meeting.
The AGM also decided on remuneration for any committee members appointed for the term starting at the conclusion of this AGM and ending at the conclusion of the next AGM: EUR 6,000 annually for the Chairman of the Audit Committee, EUR 3,000 annually for the Chairs of other committees, and EUR 400 per committee meeting attended by committee members.
Travel expenses of the members of the Board of Directors will be reimbursed in accordance with the tax-free maximum amount specified in the current guidelines of the Finnish Tax Administration.
Election of the members of the Board of Directors
The AGM re-elected Reetta Keränen, Harri Lamminen, Risto Lehtimäki, Pekka Tammela, and Ville Voipio, and elected Johanna Lamminen as a new Board member.
Remuneration of the auditor
The AGM resolved to pay the auditor’s fee in accordance with the invoice approved by the company.
Election of an auditor
The AGM elected the audit firm Moore Idman Oy as the company’s auditor, with Antti Niemistö (Authorized Public Accountant, KHT) as the principal auditor.
Authorisation of the Board of Directors to decide on share issues and the issuance of option rights and other special rights entitling to shares, and the transfer of own shares
The AGM resolved to authorize the Board of Directors to decide on share issues and the issuance of option rights and other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act, and the transfer of own shares as follows:
Under the authorization, the maximum number of shares to be issued is 175,000, corresponding to approximately 13.4% of all outstanding shares on the date of the meeting notice.
The authorization includes the right to issue new shares or transfer own shares held by the company against payment or free of charge. The issuance and transfer of shares, options, or other special rights may deviate from shareholders’ pre-emptive rights if there is a compelling financial reason from the company’s perspective, or in the case of a free issuance, a particularly compelling financial reason considering the interests of the company and all shareholders. The Board of Directors was authorised to decide on all other terms and conditions related to share issues and the issuance of special rights entitling to shares and the transfer of shares.
The authorisation is valid until June 30, 2026.
The authorisation cancels the authorisation given by the Extraordinary General Meeting on December 17, 2024, to decide on share issues and the issuance of option rights and other special rights entitling to shares.
Authorisation of the Board of Directors to repurchase company’s own shares
The AGM authorized the Board of Directors to decide, in one or several installments, on the repurchase or acceptance as collateral of the company’s own shares using the company’s unrestricted equity
The maximum number of shares to be repurchased under this authorization is 187,400, corresponding to approximately 15% of all shares as of the date of the meeting notice.
The purchase price of the shares shall not exceed the price per share used in the latest share issue before the repurchase. The authorisation includes the right for directed repurchases, deviating from the proportional holdings of shareholders.
The shares will be repurchased to be used as consideration in acquisitions or other business transactions related to the company’s business, as part of the company’s incentive schemes, or held, transferred, or cancelled by the company.
The Board of Directors was authorised to decide on all other terms and conditions related to the repurchase of own shares. The authorisation is valid for eighteen (18) months after the AGM.
Decisions of the organizational meeting of the Board of Directors
In the organizational meeting held after the AGM, the Board of Directors elected Pekka Tammela as its Chairman.