Inderes Oyj,

Company announcement, April 10, 2025, at 19:00 EEST

Resolutions of Inderes Oyj's Annual General Meeting and the organizing meeting of the Board of Directors 2025

The Annual General Meeting (“AGM”) of Inderes Oyj (“Company”) held on April 10, 2025, approved the Financial Statements for the financial year 2024 and discharged the members of the Board of Directors (“Board”) and the CEO from liability for the financial year 2024.

Composition and remuneration of the Board of Directors

The number of Board members was confirmed to be five. Current members Joakim Frimodig, Nina Källström, Helena Norrman and Tero Weckroth were re-elected to the Board, and Hanna Raftell was elected as a new member. The term of the Board will end at the close of the next AGM. At the constitutive meeting of the Board held after the AGM, the Board elected Joakim Frimodig as Chairperson and Tero Weckroth as Vice-Chairperson. The Board decided not to establish any committees. The Board assesses that all members are independent of the Company and its significant shareholders.

The AGM decided that the Chairperson of the Board be paid a remuneration of EUR 3,000 per month and other members EUR 1,500 per month each. The expenses of the Board members for travel and accommodation will be reimbursed according to actual costs.

Election and remuneration of the community member to the Shareholders’ Nomination and Remuneration Committee

The AGM decided to vote, with one vote per shareholder, on the election of the community member of the Inderes Oyj Shareholders' Nomination and Remuneration Committee for a term that lasts until the election of the next community member of the committee.

Teemu Hinkula (username “_TeemuHinkula”), the candidate with the most votes, was elected as the community member of the Nomination and Remuneration Committee of Inderes Oyj for a term that lasts until the election of the next community member of the committee.

The AGM decided that the community member will be paid an annual remuneration of EUR 1,000 for working on the committee. The community member will be reimbursed for necessary travel expenses.

Dividend

The AGM approved the Board’s proposal to distribute a dividend of EUR 0.43 per share from the distributable assets of the parent company. The dividend will be paid to shareholders who on the record date of April 14, 2025, are registered in the Company's shareholder register maintained by Euroclear Finland Oy. The dividend will be paid on April 23, 2025. In addition, the Board was authorized to decide at its discretion on the distribution of a second dividend installment, which amounts to a maximum of EUR 0.44 per share. The authorization is valid until the beginning of the Company's next AGM.

Auditor

The authorized public accounting firm Ernst & Young Oy was re-elected as the Company's auditor, whose principal auditor is APA Toni Halonen. The term of the auditor ends at the close of the next AGM. The auditor shall be remunerated according to an invoice.

Authorizing the Board of Directors to decide on the repurchase of the company's own shares 

The AGM decided to authorize the Board to decide on the repurchase of the Company's own shares under the following terms:

The total number of own shares to be acquired may not exceed 85,957 Inderes Oyj shares, which corresponds to approximately five percent of all shares in the Company. Shares may be repurchased in one or more installments. The Company may use only unrestricted equity to repurchase its own shares. Own shares may be acquired at the quoted market price in public trading or at a price that is otherwise formed on the market on the date of acquisition. For example, the acquisition of own shares may be carried out by entering into standard derivative, stock lending or other contracts on the capital markets at prices determined on market terms within the framework of the law and regulations. Own shares may be repurchased otherwise than in proportion to the share ownership of the shareholders (directed repurchase).

Shares are acquired for use as consideration in possible acquisitions or other arrangements within the Company’s business, to finance investments, as part of the Company’s incentive plan or to be held by the Company, otherwise transferred or canceled.

The authorization is valid until Inderes Oyj's next AGM or until June 30, 2026. The Board is authorized to decide on all other conditions related to the acquisition of the Company’s own shares. The authorization replaces the authorization given by the previous AGM to acquire own shares.

Authorizing the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares

The AGM authorized the Board to resolve on the issuance of shares, option rights and other special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act in one or several installments, either against payment or without payment, as follows:

The total number of shares to be issued under the authorization may not exceed 343,828 shares (including shares issued based on special rights), which corresponds to approximately 20 percent of all shares in the Company. The Board will decide on all the terms of granting special rights entitling to option rights or shares. The authorization includes the right to resolve to issue new shares or to transfer own shares held by the Company. The Board may also decide on a free share issue for the Company itself. Shareholders' preemptive subscription right (directed issue) may be deviated from in issuing shares, option rights and other special rights entitling to shares if there is a weighty financial reason for the Company, such as the use of shares to develop the Company's capital structure, to carry out possible acquisitions, investments or other arrangements in the Company’s business, or to implement the Company’s commitment and incentive schemes.

The authorization is valid until Inderes Oyj's next AGM or until June 30, 2026. The authorization replaces the authorization granted by the previous AGM.

The minutes of the AGM will be available on the Company's website by April 24, 2025, at the latest.

INDERES OYJ

BOARD OF DIRECTORS


For additional information:
Mikael Rautanen
CEO, Inderes Oyj
mikael.rautanen@inderes.fi
tel. +358 50 346 0321

Certified adviser:
Sisu Partners Oy
Jori-Pekka Rautalahti
jori-pekka.rautalahti@sisupartners.com
tel. +358 50 382 9323

Juha Karttunen
juha.karttunen@sisupartners.com
tel. +358 40 555 4727

Inderes in brief
Inderes is a Nordic investment media connecting investors and listed companies. We provide in-depth equity research and investor relations solutions to help over 400 listed companies better serve the Nordic investor community. Inderes operates in Sweden, Finland, Denmark, and Norway and is listed on Nasdaq First North Growth Market. Read more: https://group.inderes.fi/