Resolutions by Fifax’s Annual General Meeting and the constitutive meeting of the Board of Directors
FIFAX Plc , Company announcement, 23 May 2024 at 12:30
Resolutions by Fifax’s Annual General Meeting and the constitutive meeting of the Board of Directors
The Annual General Meeting (the “AGM”) of FIFAX Plc was held on Thursday 23 May 2024 at 10:00 (EEST) in Suomitalo at the address Lönnrotinkatu 5 (3rd floor), FI-00120 Helsinki, Finland.
The AGM adopted the annual accounts for the financial year 2023, resolved that the loss for the financial year be transferred to the account for retained earnings and that no funds be distributed from distributable shareholders’ equity, and discharged all persons who had acted as members of the Board of Directors or as CEO of the company during the financial year 2023 from liability.
In addition, the AGM resolved on the following matters:
Composition and remuneration of the Board of Directors
In accordance with the proposal of the Board of Directors, the AGM resolved that the number of members of the Board of Directors shall be six (6), and that Panu Routila, Ulf Toivonen, Eduard Paulig, Robin Blomqvist and Lars Eric Gustafsson be re-elected as members of the Board of Directors for a term of office expiring at the closing of the next AGM following the election, and that Riikka Koskenohi be elected as a new member of the Board of Directors for the same term of office. Panu Routila was re-elected as the Chair of the Board of Directors, in accordance with the proposal of the Board of Directors.
The AGM resolved, in accordance with the proposal of the Board of Directors, that that the monthly remuneration to the members of the Board of Directors be maintained at their current level and be paid as follows:
• Chair of the Board of Directors: EUR 3,000
• Other members of the Board of Directors: EUR 1,500 each
According to the resolution of the AGM, daily allowances will also be paid in accordance with the applicable general terms and conditions and all travel expenses will be reimbursed.
Auditor and remuneration of the auditor
The AGM resolved, in accordance with the proposal of the Board of Directors, to re-elect PricewaterhouseCoopers Oy as the auditor of the company for a term of office expiring at the closing of the next AGM following the election. PricewaterhouseCoopers Oy had notified that Ylva Eriksson, Authorized Public Accountant, will act as the auditor with principal responsibility.
The AGM resolved, in accordance with the proposal of the Board of Directors, that the auditor’s fees be paid on an accrual basis.
Authorizing the Board of Directors to decide on the issuance of shares as well as on the issuance of special rights entitling to shares
The AGM resolved to authorize the Board of Directors to decide on the issuance of new shares and/or transfer of treasury shares held by the company as well as the issuance of special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act, in accordance with the proposal of the Board of Directors that has been described in its entirety in the notice of the AGM.
The number of shares to be issued based on this authorization shall not exceed 15,033,910 shares, which corresponds to approximately 20 per cent of all of the shares in the company.
The Board of Directors shall decide on all the 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 share issue).
The authorization is in force until the closing of the next Annual General Meeting, but no longer than until 21 November 2025.
Constitutive meeting of the Board of Directors
At its constitutive meeting held after the AGM, the Board of Directors elected Ulf Toivonen as the Vice Chair of the Board of Directors.
Ulf Toivonen was elected as Chair of the Audit Committee, and Robin Blomqvist and Riikka Koskenohi were elected as the other members of the committee.
Eduard Paulig was elected as Chair of the Nomination Committee and Robin Blomqvist and Panu Routila as the other members of the committee.
For more information:
Samppa Ruohtula
CEO, FIFAX Plc
+358 40 559 8812
samppa.ruohtula@fifax.ax
Certified Advisor:
Aktia Alexander Corporate Finance Oy
+358 50 520 4098
Fifax in brief
Fifax’s vision is to be a forerunner in large-scale sustainable fish farming with a minimal impact on the environment, so that locally and sustainably produced fish can be enjoyed by its customers all year round.
Established in 2012, Fifax utilizes ultra-intensive Recirculating Aquaculture Systems (RAS) technology based on the principle of an almost completely closed water circulation within the facility, where the fish live in large land-based indoor tanks. Indoor tanks better safeguard against external factors, and the environmental impact and pollution from the facility is significantly lower when compared to traditional fish farming in water bodies.
Fifax Plc’s shares have been listed in Nasdaq First North Growth Market Finland.