Relais Group Plc, Stock Exchange Release 14 April 2026 at 4.35 p.m. EEST
Relais Group Plc's Annual General Meeting (AGM) was held in Helsinki today on 14 April 2026. The AGM adopted the financial statements for the financial year 2025 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2025. The AGM also adopted the Remuneration Report 2025 through an advisory resolution.
Composition and Remuneration of the Board of Directors
The AGM confirmed the number of Board members as six, and re-elected Olli-Pekka Kallasvuo, Katri Nygård, Jesper Otterbeck and Lars Wilsby as members of the Board of Directors, and elected Arni Ekholm and Maaret Vähätalo-Davey as new members. In the Board meeting held after the AGM, the Board of Directors elected Jesper Otterbeck as Chairman of the Board.
The AGM decided that the Chair of the Board shall be paid an annual fee of EUR 65,000 and the Board members an annual fee of EUR 35,000. The AGM also decided that any travel expenses of the Board members will be reimbursed in accordance with the company's travel policy. If the Board of Directors decides to elect a Deputy Chair of the Board from among its members, the annual fee to be paid to the Deputy Chair of the Board shall be EUR 45,000.
If the Board of Directors establishes committees from among its members, the committee chair shall be paid an additional annual fee of EUR 15,000 and committee members shall be paid an additional annual fee of EUR 7,500.
Auditor and sustainability reporting assurance provider
The AGM elected audit firm PricewaterhouseCoopers Oy as the company's auditor, and they have informed the company that the principal auditor will be Ylva Eriksson, Authorized Public Accountant. The AGM decided to pay the auditor's fee as invoiced and approved by the company.
The AGM also elected PricewaterhouseCoopers as the company's sustainability reporting assurance provider, and they have informed the company that the responsible sustainability auditor will be Ylva Eriksson, Authorized Sustainability Auditor. The AGM decided to pay sustainability reporting assurance provider's fee as invoiced and approved by the company.
Payment of dividend
The AGM decided, in accordance with the proposal of the Board of Directors, that a dividend in the total amount of EUR 0.30 per share be paid on the basis of the adopted balance sheet for the financial year 2025. The dividend will be paid in two equal instalments as follows:
The first instalment of the dividend, EUR 0.15 per share in aggregate, is paid to shareholders who are recorded on the company's list of shareholders maintained by Euroclear Finland Oy on the record date for the first dividend instalment on 16 April 2026. The payment date for the first dividend installment is on 23 April 2026.
The second dividend instalment, EUR 0.15 per share in aggregate, is paid in November 2026. The second dividend instalment is paid to shareholders who are recorded on the company's list of shareholders maintained by Euroclear Finland Oy on the record date for the second dividend payment. The AGM decided to authorize the Board of Directors to decide the record date and payment date for the second dividend installment. On its meeting to be held on or about 11 November 2026, the Board of Directors will confirm the record date and payment date for the second instalment of the dividend. The preliminary record date for the second instalment is 13 November 2026, and the preliminary date of payment is 30 November 2026.
The AGM further decided to authorize the Board of Directors, if necessary, decide on a new date of record and date of payment for the second instalment of the dividend, should the rules of Euroclear Finland Oy or regulations or rules of the Finnish book-entry securities system change or otherwise require it.
Authorizing the Board of Directors to decide on the acquisition and/or on the acceptance as pledge of own shares
The AGM authorized the Board of Directors to resolve on the acquisition or accepting as pledge of a maximum of 1,849,713 of the company's own shares in one or more tranches using the company's unrestricted equity.
Own shares may be acquired and/or accepted as pledge in order to, inter alia, develop the company's capital structure, finance or implement any corporate acquisitions or other transactions, implement share-based incentive plans, pay board fees or otherwise transfer or cancel them.
Own shares may be acquired in public trading on marketplaces whose rules and regulations allow the company to trade in its own shares. In such a case, own shares are acquired through directed acquisition, i.e. in a proportion other than its shareholders' holdings of company shares, and the consideration paid for the shares is based on their publicly quoted market price of the company's share so that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorization period and their maximum price equals the highest market price quoted in public trading during that period.
The authorization is effective until the end of the Annual General Meeting to be held in 2027, yet no further than until 30 June 2027. This authorization cancels the authorizations to decide on the acquisition or acceptance as pledge of own shares granted at the earlier General Meetings.
Authorizing the Board of Directors to decide on a share issue and on granting option rights and other special rights entitling to shares
The AGM authorized the Board of Directors to decide on issuing a maximum of 3,699,425 new shares in a share issue or on granting special rights (including stock options) entitling holders to shares as referred to in Chapter 10 Section 1 of the Limited Liability Companies Act, as well as the conveyance of up to the same maximum number (3,699,425) of treasury shares held by the company, in one or several tranches.
In practice, the above authorization includes that the Board of Directors may first decide on one or more share issues (up to the maximum number of 3,699,425 new shares) without consideration to the company itself and then further convey such treasury shares (up to the maximum number of 3,699,425 shares) against consideration (including as shares to be received based on stock-options or other special rights issued based on the same authorization).
This authorization may be used to, inter alia, finance and implement any prospective corporate acquisitions or other transactions, to implement the company's share-based incentive plans, or for other purposes determined by the Board.
The authorization grants the Board the right to decide on all terms and conditions governing said share issue and the granting of special rights entitling to shares, including the subscribers or the grantees of said special rights entitling to shares and the payable consideration. The authorization also includes the right to issue shares and special rights entitling to shares by deviating from the shareholders' pre-emptive rights, i.e. in a directed manner. The authorization of the Board covers both the issue of new shares and the assignment of any shares that may be held in the company's treasury.
The authorization is effective until the closing of the Annual General Meeting to be held in 2027, yet no further than until 30 June 2027. This authorization cancels previous authorizations resolved in General Meetings concerning the issue of shares and special rights entitling to shares.
Relais Group Plc
Board of Directors
Further information:
Juri Viitaniemi, Director Compliance, Legal and HR
Email: juri.viitaniemi@relais.fi
Relais Group
Relais Group is a leading compounder and acquisition platform on the commercial vehicle aftermarket in Northern Europe. We have a sector focus in vehicle life cycle enhancement and related services. We also serve as a growth platform for the companies we own.
We are a profitable company seeking strong growth. We carry out targeted acquisitions in line with our growth strategy and want to be an active player in the consolidation of the aftermarket in our area of operation. Our acquisitions are targeted at companies having a good strategic fit with our group companies.
Our net sales in 2025 were EUR 383.4 (2024: 322.6) million. In 2025 we made seven acquisitions. We employ approximately 1,700 professionals in eight different countries. The Relais Group share is listed on the Main Market of Nasdaq Helsinki with the stock symbol RELAIS.
www.relais.fi
