Puuilo Oyj - Decisions of general meeting

Puuilo Plc: Resolutions of the Annual General Meeting and the constitutive meeting of the Board of Directors

PUUILO PLC, STOCK EXCHANGE RELEASE, 15.5.2024 AT 16:15

Resolutions of Puuilo Plc's Annual General Meeting and the constitutive meeting of the Board of Directors
Puuilo Plc's Annual General Meeting was held on 15 May 2024 in Vantaa, Finland. The Annual General Meeting adopted the Company's financial statements and the consolidated financial statements for the financial year 1 February 2023 – 31 January 2024, discharged the persons who have acted as members of the Company's Board of Directors and as CEO from liability for the financial year 1 February 2023 – 31 January 2024 and approved all proposals made to the Annual General Meeting by the Board of Directors and the Shareholders' Nomination Board.

Dividend
The Annual General Meeting decided that an aggregate dividend of EUR 0.38 per share be paid based on the balance sheet adopted for the financial year ended on 31 January 2024. The dividend will be paid in two instalments. The first dividend instalment of EUR 0.19 per share will be paid to shareholders who are registered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date of the first dividend instalment, 22 May 2024. The first dividend instalment will be paid on 29 May 2024. The second dividend instalment of EUR 0.19 per share will be paid to shareholders who are registered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date of the second dividend instalment, 17 October 2024. The second dividend instalment will be paid on 24 October 2024. In addition, the Annual General Meeting authorized the Board of Directors to decide, if necessary, on a new record date and date of payment for the second dividend instalment should the rules of Euroclear Finland Oy or statutes applicable to the Finnish book-entry system change or otherwise so require.

Remuneration of the members of the Board of Directors
The Annual General Meeting decided that the annual remuneration to the members of the Board of Directors will be paid as follows: EUR 60,000 to the Chairman of the Board of Directors and EUR 30,000 to the other members of the Board of Directors. In addition, the Annual General Meeting decided that the annual remuneration to the members of the Audit Committee will be paid as follows: EUR 5,000 to the Chairman of the Audit Committee and EUR 2,500 to the other members of the Audit Committee.

Composition of the Board of Directors
The number of members of the Board of Directors was confirmed as six (6). Lasse Aho, Bent Holm, Mammu Kaario and Tuomas Piirtola were re-elected and Jens Joller and Anne-Mari Paapio were elected as new members of the Board of Directors for a term ending at the end of the next Annual General Meeting.

The Annual General Meeting elected Lasse Aho as the Chairman of the Board of Directors.

Auditor and authorized sustainability audit firm
PricewaterhouseCoopers Oy, a firm of authorized public accountants, was re-elected as auditor of the Company for the financial year 1 February 2024 – 31 January 2025. Mikko Nieminen, APA, will continue as the auditor with principal responsibility. PricewaterhouseCoopers Oy also acts as the Company's authorized sustainability audit firm and Mikko Nieminen as the authorized sustainability auditor.

Remuneration for the auditor and the authorized sustainability audit firm are paid against an invoice approved by the Company.

Authorization for the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares
The Annual General Meeting authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of an aggregate maximum of 8,477,695 Company's own shares provided, however, that the number of shares held by the Company at any time does not exceed 10 per cent of the total number of shares in the Company. Own shares can be repurchased only using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets. The Board of Directors decides on all other matters related to the repurchase and/or acceptance as pledge of own shares. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The authorization cancels the authorization granted on 16 May 2023 to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares. The authorization is effective until the beginning of the next Annual General Meeting, however, no longer than until 31 July 2025.

Authorization for the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Annual General Meeting decided to authorize the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares. The aggregate number of shares to be issued may not exceed 8,477,695 shares, which corresponds to approximately 10 per cent of all the shares in the Company. The authorization covers both the issuance of new shares as well as the transfer of treasury shares. The Board of Directors decides on all other conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization cancels the authorization granted on 16 May 2023 to decide on the issuance of shares as well as on the issuance of special rights entitling to shares. The authorization is effective until the beginning of the next Annual General Meeting, however, no longer than until 31 July 2025.

Authorization for the Board of Directors to decide on donations for charitable purposes
The Annual General Meeting decided to authorize the Board of Directors to decide on donations in a total maximum of EUR 50,000 for charitable or corresponding purposes. The Board of Directors decides on the donation recipients, purposes of use and other terms of the donations. The authorization is effective until the end of the Annual General Meeting 2025, however, no longer than for a period of 18 months from the date of the resolution of the Annual General Meeting.

Antti Ihamuotila, attorney-at-law, chaired the meeting.

The minutes of the Annual General Meeting will be available on the website of Puuilo Plc at https://www.investors.puuilo.fi/en/corporate-governance/annual-general-meeting-2024 as of 29 May 2024 at the latest.

Resolutions of the constitutive meeting of the Board of Directors
The following members were elected to the Audit Committee: Mammu Kaario (Chairman), Tuomas Piirtola and Jens Joller.

For further information, please contact:
Ville Ranta, CFO, tel. + 358 40 555 4995