02/04/2019 16:00:00

Resolutions of the Annual General Meeting of Consti Group Plc on 2 April 2019

Consti Group Plc Stock Exchange Release 2 April 2019 at 6.00 p.m. EET

Resolutions of the Annual General Meeting of Consti Group Plc

on 2 April 2019

Adoption of the Financial Statements for the financial year 1 January – 31 December 2018 and booking of the result of the financial year

The Annual General Meeting of Shareholders of Consti Group Plc held on 2 April 2019 adopted the Financial Statements and discharged the members of the Board of Directors and the company’s CEOs during the financial year from liability for the financial year 1 January – 31 December 2018.

The Annual General Meeting resolved that no dividend is paid for the financial year 2018.

The Board of Directors and the Auditor

The Annual General Meeting resolved that the Board of Directors consist of six (6) members. The current members of the Board of Directors, Tapio Hakakari, Antti Korkeela, Erkki Norvio, Petri Rignell and Pekka Salokangas were re-elected and Anne Westersund was elected as a new member to the Board of Directors for the following term of office.

Authorised Public Accounting firm Ernst & Young Ltd was elected as the Auditor of the Company and Mikko Rytilahti, Authorised Public Accountant will act as the Responsible Auditor.

It was resolved that the annual remuneration of the Board Members is paid as follows: the Chairman of the Board of Directors is paid EUR 36,000 and members of the Board of Directors are each paid EUR 24,000. It was resolved that the travel expenses incurred from participating in the meetings of the Board of Directors are compensated against an invoice. It was resolved that the Auditor is paid a remuneration according to a reasonable invoice approved by the company.

Authorisation of the Board of Directors to decide on the acquisition of the Company’s own shares as well as on the issuance of shares and the transfer of special rights entitling to shares

The Board of Directors was authorised to decide on the acquisition of a maximum of 580,000 own shares in one or more tranches by using the unrestricted shareholders' equity. Own shares may be acquired at a price formed on the date of purchase in public trading or at a price formed otherwise on the market. The acquisition of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed acquisition). Shares may be acquired e.g. for the purpose of the Company’s share-based incentive systems. The Board of Directors is authorised to decide on how own shares are acquired and on all other matters regarding the acquisition of own shares.

The authorisation replaces the authorisation granted to the Board of Directors by the Annual General Meeting of 4 April 2018 regarding acquisition of own shares. The authorisation is valid until the following Annual General Meeting, however not longer than until 30 June 2020.

The Board of Directors was authorised to decide on the issuance of shares and on the transfer of special rights entitling to shares referred to in chapter 10, section 1 of the Limited Liability Companies Act, in one or several tranches, either against or without consideration. The number of shares to be issued, including shares transferred under special rights, may not exceed 780,000 shares. The Board of the Directors may decide to issue either new shares or to transfer treasury shares held by the Company.

The Board of Directors is authorised to decide on all terms of the share issue and transfer of special rights entitling to shares, including the right to deviate from the shareholders' pre-emptive right. The authorisation is used e.g. for the Company’s share-based incentive systems or for other as decided by the Board of Directors. The Board of Directors is authorised to decide on all other matters related to the issuance of new shares and the transfer of special rights entitling to shares.

The authorisation replaces the authorisation granted to the Board of Directors by the Annual General Meeting of 4 April 2018 regarding the right to decide on the share issue and the transfer of special rights entitling to shares. The authorisation is valid until the following Annual General Meeting, however not longer than until 30 June 2020.

The minutes of the General Meeting will be available on the website of Consti Group Plc at www.investor.consti.fi as of 16 April 2019, at the latest.

Consti Group Plc

Esa Korkeela, CEO

Additional information:

Esa Korkeela, CEO

+358 40 730 8568

DISTRIBUTION:

Nasdaq Helsinki Ltd.

Major media

www.consti.fi

Consti is a leading Finnish company concentrating on renovation and technical services. Consti offers comprehensive building technology, pipeline renovation, renovation contracting, façade renovation and other demanding construction and maintenance services for residential and commercial buildings. In 2018, Consti Group’s net sales amounted to 316 million euro. It employs over 1000 professionals in renovation construction and building technology.

Consti Group Plc is listed on Nasdaq Helsinki. The trading code is CONSTI. www.consti.fi

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