Affecto Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Affecto Plc on 8 April 2016

Affecto Plc – Stock Exchange Release, 8 April 2016 at 16:00, Helsinki

Decisions of the Annual General Meeting of Affecto Plc on 8 April 2016

The Annual General Meeting of Affecto Plc adopted the financial statements and
discharged the members of the Board of Directors and the CEO from liability for
the financial year 2015. 

DIVIDEND

The meeting approved the Board of Directors’ proposal to pay a dividend of EUR
0.16 per share. The dividend is paid on 19 April 2016 to shareholders entered
into the Shareholder Register maintained by Euroclear Finland Ltd on the record
date 12 April 2016. 

BOARD OF DIRECTORS AND AUDITOR

The Annual General Meeting decided that the Board of Directors shall have six
members. Aaro Cantell, Magdalena Persson, Jukka Ruuska, Olof Sand, Tuija
Soanjärvi and Lars Wahlström were re-elected to the Board. 

The Meeting decided that the monthly fees of the members of the Board of
Directors shall be as follows: EUR 2,000 for the members, EUR 2,750 for the
Vice-Chairman and EUR 3,500 for the Chairman. A fee of EUR 300 shall be paid
for participation in Committee meetings. The monthly remuneration for the
entire term will be paid in August 2016 so that 60 % of the remuneration will
be paid in cash and 40 % will be paid in the company's shares. 

The Authorised Public Accountants Ernst & Young Oy was re-elected as the
auditor of the company, Mikko Järventausta, APA, as the auditor in charge. 

SHAREHOLDERS’ NOMINATION BOARD

The Meeting approved the Board's proposal for appointing a Shareholders’
Nomination Board to prepare proposals concerning members of the Board of
Directors and their remunerations for the following Annual General Meeting. The
Shareholders’ Nomination Board will consist of the representatives of the three
largest registered shareholders and the Chairman of the Board of Directors,
acting as an expert member, if he/she is not appointed representative of a
shareholder. The members representing the shareholders will be appointed by the
three shareholders whose ownership of the shares in the company is largest on
31 October preceding the Annual General Meeting. 

AUTHORISATIONS OF THE BOARD OF DIRECTORS

The Board of Directors was authorised to decide upon the issuing of new shares
and upon the conveying of the company's own shares held by the company in one
or more tranches. The share issue may be carried out as a share issue against
payment or without consideration on terms to be determined by the Board of
Directors. The authorisation includes the right to decide upon a share issue
for no consideration to the company itself and to deviate from the
shareholders' pre-emptive subscription right. A maximum of 4,200,000 shares may
be issued, of which a maximum of 2,100,000 can be treasury shares. The
authorisation replaces the authorisation resolved on by the Annual General
Meeting on 8 April 2015 and the authorisation shall be valid until the next
Annual General Meeting, however, no longer than until 30 June 2017. 

The Board of Directors was authorised to resolve to repurchase a maximum of
2,100,000 shares. The authorisation replaces the authorisation resolved on by
the Annual General Meeting on 8 April 2015 and the authorisation shall be valid
until the next Annual General Meeting, however, no longer than until 30 June
2017. 

THE MEETING OF THE BOARD OF DIRECTORS

At its meeting held after the Annual General Meeting, the Board of Directors
elected from among its members Aaro Cantell as its Chairman and Olof Sand as
Vice-Chairman. 


The Board Committees and their composition are as follows:

Audit Committee:
Tuija Soanjärvi, chairman
Lars Wahlström
Jukka Ruuska

People, Nomination and Compensation Committee:
Magdalena Persson, chairman
Aaro Cantell
Olof Sand


AFFECTO PLC
Board of Directors


For additional information, please contact:


Aaro Cantell
Chairman of the Board
+ 358 400 706 072
chairman@affecto.com

Sakari Knuutti
Director, Legal & IR
+ 358 50 562 4077
sakari.knuutti@affecto.com

www.affecto.com