Decisions taken by the annual general meeting of SATO Corporation
3 March 2015
Adoption of financial statements and release from liability
The annual general meeting of SATO Corporation on 3 March 2015 adopted the Company’s financial statements for the financial year of 1 January – 31 December 2014 and released the members of the Board of Directors and the President and CEO from liability for the 2014 financial year.
Board of Directors
The number of members on the Board of Directors of SATO Corporation was decided as seven.
The annual general meeting elected Esa Lager to serve as Chairman of the Board. Members Andrea Attisani, Niina Rajakoski, Tarja Pääkkönen and Ilkka Tomperi were re-elected to the Board. They are joined by new Board members Jukka Hienonen and Timo Stenius.
KMPG OY, an audit firm approved by the Central Chamber of Commerce, was re-elected auditor. Auditor in charge is APA Lasse Holopainen.
Establishment of Nomination Committee
The annual general meeting resolved to establish a shareholders’ nomination committee. This committee is tasked with preparing proposals to the annual general meeting regarding candidates for Board membership and the remuneration of Board members. The annual general meeting also adopted rules of procedure for the Nomination Committee.
The Nomination Committee consists of representatives of the Company’s four largest shareholders. The Chairman of the Board serves on the Committee as an expert member. The right to designate members to represent shareholders on the Committee is held by those four shareholders who on the 1st of the October preceding the annual general meeting hold the highest number of votes conferred by all shares in the Company. The Committee elects a chairman from among its number. The Nomination Committee is required to submit its proposal to the Company’s Board of Directors no later than on the 20th of the January preceding the annual general meeting.
Authorisation to Board of Directors to decide on share issue
The Board of Directors was authorised to decide on one or more share issues against payment such that the combined number of treasury shares held by the Company to be issued shall not exceed 160,000 shares. The proposed maximum number is equal to 0.3% of all shares in the Company. The Board of Directors will decide on the terms of the share issue and the share subscription price and its determination criteria as well as all other terms related to the issue. The Board of Directors may decide to issue shares in derogation from the shareholders’ pre-emptive right (directed share issue) when there is a weighty financial reason for the Company to do so. The authorisation remains in effect until 28 February 2020 inclusive.
Dividend distribution and capital repayment
The general meeting decided, in accordance with the proposal of the Board of Directors, on a dividend and capital repayment of €0.62 per share for 2014, a total of €31,521,942.04. The dividend of €0.20 per share and the capital repayment of €0.42 per share will be paid to shareholders who at the record date for the payment, 5 March 2015, are entered in the company's register of shareholders maintained by Euroclear Finland Oy. The date of payment for the dividend and capital repayment will be 20 March 2015.
For more information please contact:
Erkka Valkila, President and CEO, phone +358 201 34 4001 or +358 50 62 050
Esa Neuvonen, CFO, phone +358 201 34 4005 or +358 40 500 1003