Endomines Finland Plc, Stock Exchange Release, 13/5/2025 at 17:15 EEST.
Resolutions of Endomines Finland Plc's Annual General Meeting and the organizing meeting of the Board of Directors
The Annual General Meeting of Endomines Finland Plc was held on May 13th, 2025, in Helsinki.
Financial statements for the fiscal year 2024
The General Meeting adopted the financial statements for the fiscal period 2024 and resolved that the net loss of the financial period, EUR -2,022,283.77, be transferred to retained earnings/loss account and no dividend be paid.
Resolution on the discharge from liability of the members of the Board of Directors and the CEO
The General Meeting resolved to grant discharge from liability for the members of the Board of Directors and the CEO for the period 1 January 2024 - 31 December 2024 as well as for the preparation of the financial statements.
Handling of the remuneration report of the governing bodies
The General Meeting resolved, in accordance with the Board's proposal, to adopt the remuneration report of the governing bodies. The resolution of the General Meeting is advisory.
Resolution on remuneration of the members of the Board of Directors
The General Meeting resolved, in accordance with the proposal of the Shareholders' Nomination Committee, that the elected members of the Board of Directors will be paid the following annual remuneration that is in line with the previous year's Board remuneration:
- Chair of the Board of Directors EUR 35,000;
- Vice Chair of the Board of Directors EUR 25,000; and
- member of the Board of Directors EUR 20,000.
The annual remuneration of the Board members will be paid in company shares and in cash, so that approximately 30% of the annual remuneration amount is used to acquire company shares for the Board members and the rest is paid in cash. The company is responsible for the costs and transfer tax arising from the acquisition of the shares. The company's shares will be acquired directly on behalf of the members of the Board within two (2) weeks after the company's half-year interim report for the period 1 January - 30 June 2025 has been published.
In addition, a meeting remuneration of EUR 300 will be paid for each physical Board meeting attended by a member.
Remuneration for committee members (ESG Committee, the Audit Committee, the Technology and Safety Committee) is EUR 2,500 per Board member per committee in which the Board member serves. The annual remuneration of the chair of the committees is EUR 5,000.
Annual remunerations for committees and meeting remunerations for Board meetings are paid in cash.
Resolution on the number of members of the Board of Directors and the election of members of the Board of Directors
The General Meeting resolved, in accordance with the proposal of the Shareholders' Nomination Committee, to confirm the number of members of the Board of Directors as five (5) and to re-elect the current members of the Board Jukka-Pekka Joensuu, Eeva Ruokonen, Markus Ekberg and Jukka Jokela as members of the Board of Directors. Kyösti Kakkonen was elected as a new member of the Board of Directors.
Resolution on the remuneration of the Auditor and the election of the Auditor
The General Meeting resolved, in accordance with the recommendation of the Audit Committee, to elect the audit firm KPMG Oy Ab as the auditor, which had announced that it will appoint Antti Kääriäinen, Authorised Public Accountant, as the principal auditor. The auditor's fees will be paid according to the auditor's reasonable invoice approved by the company.
Authorizing the Board of Directors to decide on the acquisition of the company's own shares
The General Meeting resolved, in accordance with the Board's proposal, to authorize the Board of Directors to decide on the acquisition of a maximum of 100,000 own shares in one or more installments. The amount corresponds to approximately 1% of all of the company's shares. The company's own shares are acquired with funds from the company's unrestricted equity, which means that the acquisitions reduce the funds available for the company's profit distribution. The company's own shares can be acquired on the day of acquisition at the price established for the shares in public trading or otherwise at the price established in the market. Own shares can be acquired other than in proportion to the shares owned by the shareholders (directed acquisition). Own shares acquired for the company can be kept by the company, cancelled, or transferred further. The authorization includes the Board's right to decide on how own shares are acquired and on all other matters related to the acquisition of own shares. The authorization is valid until 30 June 2026.
Authorizing the Board of Directors to decide on the issue of shares and the issuance of stock options and other special rights entitling to shares
The General Meeting resolved, in accordance with the Board's proposal, to authorize the Board of Directors to decide on the issuance of shares, option rights, and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows: The shares may be issued in one or more tranches. The number of shares to be issued under the authorization may in total amount to a maximum of 10,000,000 shares. The shares may be either new shares or the company's own shares held by the company. The Board of Directors was authorized to decide on all terms and conditions for share issues and the issuances of option rights and other special rights entitling to shares. Share issues and the issuance of option rights and other special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive subscription rights (directed issue) if there is a serious financial reason for the company to do so. In the company's share issues, shares may be transferred either for a fee or free of charge. A directed share issue may only be free of charge if there is a particularly compelling financial reason for it from the company's perspective and considering the interests of all its shareholders. The authorization is valid until 31 December 2027 and cancels the authorizations previously granted to the Board of Directors to decide on share issues and the issuance of option rights and other special rights entitling to shares.
The resolutions of the organizing meeting of the Board of Directors
The Board of Directors that was elected in the General Meeting held its organizing meeting after the General Meeting and elected from amongst its members Jukka-Pekka Joensuu as the Chair of the Board and Kyösti Kakkonen as the Vice Chair of the Board. Eeva Ruokonen was elected as the Chair and Jukka-Pekka Joensuu as a member of the ESG Committee; Jukka-Pekka Joensuu was elected as the Chair and Markus Ekberg as a member of the Audit Committee; and Markus Ekberg was elected as the Chair and Jukka Jokela as a member of the Technical and Safety Committee.
Further information
Kari Vyhtinen
CEO
Endomines Finland Plc
p. +358 40 585 0050
kari.vyhtinen@endomines.com
Minni Lempinen
CFO
Endomines Finland Oyj
p. +358 40 769 3483
minni.lempinen@endomines.com
Endomines Finland Plc is a Finnish forerunner in sustainable mining. Our operations are focused on gold production and exploration in the Karelian Gold Line in Eastern Finland. We also own the rights to seven gold deposits in the US. We produce gold for the jewellery and electronics industries, and we also create value by transforming natural resources into wealth, an investment that can withstand the volatility of global politics. Our vision is to develop the Karelian gold line into one of the most important and sustainable gold-producing regions in the world. Endomines is listed on the Nasdaq Helsinki main list (PAMPALO). www.endomines.com.
