Dovre Group Plc | Stock Exchange Release | May 22, 2026, at 4:30 PM
Adoption of the Financial Statements
The Annual General Meeting of Dovre Group Plc, held today on 22 May 2026, adopted the financial statements and the consolidated financial statements for the financial year 2025.
Discharge from Liability of the Members of the Board of Directors and the CEOs
The General Meeting granted discharge from liability to the members of the Board of Directors and the CEO's for the financial year ended 31 December 2025, with the exception of the Board of Directors that served during the period from 1 January 2025 to 29 April 2025, which was not granted discharge from liability. A vote was taken on the granting of discharge from liability. The proposal that formed the basis of the resolution received 34,861,253 votes, representing 98.41 per cent of the votes cast, while the opposing proposal received 563,989 votes, representing 1.59 per cent of the votes cast, and 20,200 blank votes were submitted.
Dividend payment
The General Meeting resolved, in accordance with the proposal of the Board of Directors, that no dividend be distributed.
Remuneration Report 2025
The General Meeting resolved, in accordance with the proposal of the Board of Directors, to approve the Remuneration Report for the financial year 2025.
Composition and remuneration of the Board of Directors
The General Meeting confirmed the number of members of the Board of Directors at three (3). Aaron Michelin and Kalervo Rötsä were re-elected as members of the Board of Directors, and Timo Saarinen was elected as a new member.
The General Meeting resolved that the remuneration of the members of the Board of Directors shall remain unchanged. The annual remuneration payable to the Chair of the Board shall be EUR 43,000, the annual remuneration payable to the Vice Chair of the Board shall be EUR 38,000, and the annual remuneration payable to each other member of the Board shall be EUR 33,000. In addition, reasonable travel expenses of the Board members shall be reimbursed on the basis of actual costs incurred.
The remuneration of the Board members shall be paid in cash in equal monthly instalments.
Auditor
BDO Oy, Authorized Public Accountants, was elected as the auditor. BDO Oy has announced that Henrik Juth, Authorized Public Accountant (KHT) and Authorised Sustainability Auditor (KRT), will act as the principal auditor. It was resolved that the auditor's fees shall be paid as invoiced.
Authorization of the Board of Directors to decide on share issues and the granting of special rights entitling to shares
The General Meeting authorized the Board of Directors to resolve on:
(i) the issuance of new shares and/or
(ii) the transfer of the company's own shares and/or
(iii) the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, subject to the following terms and conditions:
Under the authorization, the Board of Directors may resolve on share issues and the granting of special rights also as directed issues, i.e. by derogating from the shareholders' pre-emptive rights, subject to the conditions provided by law. A maximum of 400,000,000 shares may be issued under the authorization.
The Board of Directors may exercise the authorization in one or more tranches. The Board of Directors may use the authorization to strengthen the capital structure of the company and its subsidiaries, to reduce guarantee liabilities, to improve liquidity and the financial position of the company, to carry out acquisitions and other arrangements, to issue one or more convertible bonds, or for other purposes determined by the Board of Directors. New shares may be issued and the company's own shares may be transferred either against payment or free of charge, provided, however, that shares may be issued free of charge up to a maximum of 125,000,000. New shares may also be issued in a free share issue to the company itself. The Board of Directors shall be authorized to decide on the other terms and conditions of the share issues and the granting of special rights. Under the authorization, the Board of Directors may resolve on the realization of the company's own shares that may be held as pledges.
The authorization shall remain in force until the Annual General Meeting to be held in 2027, however no later than 30 June 2027. The authorization revokes all previously granted authorizations regarding share issues and the granting of option rights and other special rights entitling to shares.
The minutes of the General Meeting will be available on the website of Dovre Group Plc. at www.dovregroup.com no later than two weeks from the date of the General Meeting.
At the organizational meeting held immediately following the General Meeting, the Board of Directors of Dovre Group Plc. elected Kalervo Rötsä as Chair of the Board. Aaron Michelin was elected as Vice Chair of the Board.
Further information:
Dovre Group Plc.
Markku Taskinen
CEO
Tel. +358 50 343 14 82
markku.taskinen@dovregroup.com
Distribution:
Nasdaq Helsinki
Main media
www.dovregroup.com
