Decisions of Vincit Plc’s Annual General Meeting and Organization of the Board of Directors
Vincit Plc
Company Release, March 25, 2026 at 18:00 EET
Decisions of Vincit Plc’s Annual General Meeting and Organization of the Board of Directors
The Annual General Meeting of Vincit Plc was held on Wednesday, 25 March 2026 at 1 pm EET at Fredrikinkatu 42, 00100 Helsinki. The General Meeting 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 General Meeting decided that no dividend be paid from the company's distributable funds for the financial year 2025.
Composition and remuneration of the Board of Directors
The number of members of the Board of Directors was confirmed to be five. Current Board members Mikko Kuitunen, Veera Siivonen and Matti Copeland were re-elected to the Board of Directors, and Ilkka Laurila and Kaarina Ståhlberg were elected as new members.
The General Meeting decided that the remuneration of the Board of Directors remains unchanged. Chairman of the Board of Directors will receive EUR 48,000 a year, the possible Vice Chairman EUR 36,000 per year and the other members of the Board of Directors EUR 24,000 each per year. A meeting fee of EUR 800 per meeting will be paid to the Chair for meetings of the Board committees. The committee members’ meeting fee is EUR 500 per meeting.
In addition, the members of the Board of Directors are reimbursed for reasonable travel and other expenses for meetings.
In addition, the General Meeting decided that the compensation of the Chairman of the Board, the possible Vice Chairman of the Board, and other members of the Board be paid once a year, with 50% of the annual remuneration being paid in Vincit Plc shares held by the company or, if this is not possible, in Vincit Plc shares acquired from the market, and 50% being paid in cash. The shares will be transferred to the Chairman of the Board of Directors, the possible Vice Chairman, and the members, and if necessary, acquired on the market directly on their behalf by the end of the financial year.
The committee members' meeting fees shall be paid in cash.
Auditor
KPMG Oy Ab, member of the Finnish Institute of Authorized Public Accountants, was appointed as auditor of the company, with Miika Karkulahti, APA, as chief auditor. The auditor shall be remunerated according to an invoice approved by the Company.
Authorizing the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares
The Annual General Meeting authorized the Board of Directors 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 tranches as follows:
A maximum of 2,500,000 shares (including shares issued based on special rights) may be issued based on the authorization, which corresponds to approximately 15% of the company’s current share capital.
The Board of Directors will decide on the issuance of shares, option rights and other special rights entitling to shares. The authorization includes the right to resolve to issue new shares or to transfer own shares held by the company. Shares, option rights and other special rights entitling to shares can be issued deviating from the shareholders’ pre-emptive subscription right (directed issue).
The authorization is valid until June 30, 2027, and it revokes all previous unused authorizations to resolve on the issuance of shares, option rights, and other special rights entitling to shares.
Authorizing the Board of Directors to decide on repurchasing and/or accepting the company’s own shares as pledge
The Annual General Meeting authorized the Board of Directors to decide on repurchasing and/or accepting the company’s own shares as pledge under the following conditions:
A maximum of 1,000,000 shares may be repurchased and/or pledged, which corresponds to approximately 6% of the company’s current share capital. The shares will be purchased in public trading organized by Nasdaq Helsinki Ltd on the Nasdaq First North Growth Market Finland marketplace at the market price at the time of purchase. Own shares may be repurchased deviating from the pro rata holdings of shareholders. The repurchase of shares reduces the company's distributable unrestricted equity. The Board of Directors decides how the shares will be repurchased and/or accepted as a pledge.
The authorization is valid until June 30, 2027, and it revokes all previous unused authorizations to repurchase own shares.
Amendment of the Shareholder’s Nomination Committee's Rules of Procedure
Annual General Meeting approved amendment of the Shareholder’s Nomination Committee's Rules of Procedure. It was decided that the largest shareholders of the company entitled to appoint members to the Shareholder’s Nomination Committee be determined annually based on the ownership data registered in the company's shareholder register maintained by Euroclear Finland Oy on the last business day of May (currently the last business day of August) or based on ownership data separately presented by nominee-registered shareholders.
The Nomination Committee shall submit its proposals to the Board of Directors annually so that they can be included in the notice of the General Meeting and, at the latest, by January 31 (currently January 15) preceding the Annual General Meeting.
Minutes of the General Meeting
The minutes of the Annual General Meeting will be available on the company website by April 8, 2026, at the latest.
Organization of the Board of Directors
At the organizing meeting arranged after the General Meeting, the Board of Directors elected Mikko Kuitunen as its Chair.
Ilkka Laurila (Chair), Mikko Kuitunen and Matti Copeland were elected as members of the Audit Committee.
Matti Copeland (Chair), Kaarina Ståhlberg and Veera Siivonen were elected as members of the Personnel Committee.
Vincit Plc
Board of Directors
More information:
Vincit Plc, CEO Julius Manni, phone: +358 50 424 3932
Certified advisor: Aktia Alexander Corporate Finance Oy, phone: +358 50 520 4098
Vincit Plc
Vincit turns digital into business results by combining leading enterprise platform, tailored solutions, human-centered design and AI. Vincit Plc’s shares are listed on the Nasdaq First North Growth Market Finland marketplace. www.vincit.com