PKC Group Oyj - Decisions of general meeting

Resolutions of PKC Group Plc’s Annual General Meeting and Board of Directors

PKC Group Plc           Company Announcement  6 April 2016 3.15 p.m.

Resolutions of PKC Group Plc’s Annual General Meeting and Board of Directors



The Annual General Meeting of PKC Group Plc held on 6 April 2016 adopted the
financial statements and resolved to pay a dividend of EUR 0.70 per share. The
Board members and the CEO were discharged from liability for 2015. The General
Meeting also resolved on the election and remuneration of the Board of
Directors and the Auditor, on the authorisation to the Board of Directors to
decide on repurchase of own shares as well as on the establishment of a
shareholders’ nomination board in accordance with Board’s proposals. 



Dividend



The Annual General Meeting resolved to pay, in accordance with Board’s
proposal, a dividend of EUR 0.70 per share. Dividend will be paid to
shareholders who on the record date on 8 April 2016 are registered as
shareholders in the Company's shareholders' register maintained by Euroclear
Finland Ltd. The payment date is 15 April 2016. 



Discharge from liability



The Board members and the CEO were discharged from liability for 2015.



Board of Directors and Auditor



The Annual General Meeting resolved, in accordance with Board’s proposal, to
confirm the number of Board members to be 7 and to re-elect Reinhard Buhl,
Wolfgang Diez, Shemaya Levy, Mingming Liu, Robert Remenar and Matti Ruotsala as
Board members and elect Henrik Lange as new member. 



Authorised public accounting firm KPMG Oy Ab, which has announced Virpi
Halonen, APA, to be the Auditor with principal responsibility, was selected as
auditor in accordance with Board’s proposal. 



Board’s and Auditor’s fees were resolved to be paid in accordance with Board’s
proposal. 



Authorisation to the Board of Directors to decide on the repurchase of own
shares 



The Annual General Meeting resolved, in accordance with Board’s proposal, to
authorize the Board of Directors to resolve to repurchase a maximum of
1,200,000 shares in the Company by using funds in the unrestricted
shareholders' equity. The number of shares corresponds to about 5 per cent of
all shares of the Company. 



The price paid for the shares repurchased shall be based on the market price of
the Company´s shares in public trading. The minimum price to be paid would be
the lowest market price of the share quoted in public trading during the
authorization period and the maximum price the highest market price quoted
during the authorization period. 



Own shares can be repurchased otherwise than in proportion to the shareholdings
of the shareholders (directed repurchase). The authorization is used for
purposes determined by the Board of Directors, among other things, for the
Company's incentive plans. The authorization is effective until next Annual
General Meeting of Shareholders, however, at most until 30 September 2017. 



Establishment of a shareholders’ nomination board



The Annual General Meeting resolved, in accordance with Board’s proposal, to
establish a permanent Shareholders’ Nomination Board with the task of preparing
the proposals concerning the election and remuneration of the members of the
Board of Directors and to adopt the Charter of the Share-holders’ Nomination
Board. 



According to the proposal, the Nomination Board shall consist of
representatives of the three largest shareholders and the Chairman of the Board
of Directors, acting as an expert member. The Nomination Board shall annually
submit its proposals to the Board of Directors at the latest on 31 January
preceding the Annual General Meeting. 



Organisation of the Board of Directors



In the Board of Directors’ organisation meeting Matti Ruotsala was appointed as
the Chairman and Robert Remenar as Vice-Chairman. The Board evaluated the
independence of its members and, according to evaluation, all directors are
independent of the company and of its significant shareholders. 



In the Board of Directors’ organisation meeting Shemaya Levy was elected as the
chairman of the Audit Committee and Wolfgang Diez, Mingming Liu and Henrik
Lange as members. Due to the establishment of shareholders’ nomination board,
the Board decided to change Nomination and Remuneration Committee’s name into
Remuneration Committee and approved new Charter of the Remuneration Committee.
The Board elected Matti Ruotsala as chairman of the Remuneration Committee and
Reinhard Buhl and Robert Remenar as members. 



Documents



The documents of the General Meeting are available on the Company’s website at
www.pkcgroup.com. The minutes of the meeting will be available on the
above-mentioned website as from 20 April 2016 at the latest. 





PKC Group Plc

Board of Directors



Matti Hyytiäinen

President & CEO





For additional information, contact:

Matti Hyytiäinen, President & CEO, PKC Group Plc, +358 400 710 968





Distribution

Nasdaq Helsinki

Main media

www.pkcgroup.com





PKC Group is a global partner, designing, manufacturing and integrating
electrical distribution systems, electronics and related architecture
components for the commercial vehicle industry, rolling stock manufacturers and
other selected segments. The Group has production facilities in Brazil, China,
Estonia, Finland, Germany, Lithuania, Mexico, Poland, Russia, Serbia and the
USA. The Group's revenue in 2015 totalled EUR 908.0 million. PKC Group Plc is
listed on Nasdaq Helsinki.