Asiakastieto Group Plc’s Notice to the Annual General Meeting
Notice is given to the shareholders of
The Board of Directors has resolved on exceptional meeting procedures based on the temporary legislation approved by the Finnish parliament on
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
The company’s legal counsel
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders attending the meeting shall be those shareholders who have voted in advance during the voting period and who in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act are entitled to attend the meeting. The list of votes will be adopted according to the information provide by
6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2019
Since the Annual General Meeting may only be attended through advance voting, the Financial Statements, the Board of Directors’ Report and the Auditor’s Report, published by the company on
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds
The Board of Directors proposes to the General Meeting that the General Meeting makes the following resolutions:
8a. The Board proposes that the profit for the financial year ended
8b. Additionally, the Board of Directors also proposes that the Annual General Meeting authorises the Board, at its discretion, to resolve the distribution of funds to shareholders as equity repayment from the reserve for invested unrestricted shareholders’ equity up to a maximum of
As the Board of Directors has proposed a distribution of an equity repayment to the General Meeting, which is not dividend in accordance with company law, it is noted that according to the provisions set out in the temporary legislation a dividend less than the minimum amount of minority dividend has been proposed to the General Meeting, and therefore it is noted that shareholders have the right to demand minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act. The minority dividend must be distributed, if a demand to this effect is made by shareholders who have at least one tenth of all shares. The amount of minority dividend is
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2019
10. Adoption of the Remuneration Policy for Governing Bodies
Since the Annual General Meeting may only be attended through advance voting, the Remuneration Policy for Governing Bodies published on
The Remuneration Policy for the Governing Bodies is available on the company’s website.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes increases in the remuneration payable to the Board of Directors. The Shareholders’ Nomination Board proposes that the remunerations payable to the Chairperson of the Board of Directors be
The Shareholders’ Nomination Board also proposes that the chairpersons of the committees of the Board of Directors will be paid an attendance fee of
The Nomination Board proposes that the reasonable travelling expenses for the attendance to the meetings will be paid to members.
The Nomination Board proposes that no remuneration will be paid to the members of the Nomination Board.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes the number of members of the Board of Directors be resolved to be six (6).
13. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that Petri Carpén,
The presentations of the proposed persons are available on the company’s website at https://investors.asiakastieto.fi/annual-general-meetings/.
The Shareholders’ Nomination Board has evaluated the proposed persons’ independence of the company and of the major shareholders and it has been determined that the proposal has been made in accordance with the Finnish Corporate Governance Code.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes that the remuneration of the auditor be paid according to the reasonable invoice approved by the Board of Directors’ Audit Committee.
15. Election of the auditor
The Board of Directors proposes that
16. Amendment of articles 1 and 13 of the Articles of Association
The Board of Directors proposes that the article regarding the trade name of the company be amended as follows:
1 Trade name
The trade name of the company is Enento Group Oyj. The trade name in English is
Furthermore, the Board of Directors proposes to amend the article on the Annual General Meeting so that the Annual General Meeting shall also resolve, in addition to the items currently listed in article 13 of the Articles of Association, on the adoption of the remuneration policy, when necessary (amended article 13, second paragraph, new sub-item 6), and on the adoption of the remuneration report (amended article 13, second paragraph, new sub-item 7), and that the numbering of current sub-items 6-9 of article 13 be changed accordingly due to the above-mentioned amendments. According to the proposal, article 13 of the Articles of Association would read as follows in its entirety:
13 Annual General Meeting
At the Annual General Meeting the following shall be presented
1. the financial statements and consolidated financial statements, and
2. the Auditor’s Report;
shall be decided upon
3. adoption of financial statements, which encompasses the adoption of the consolidated financial statements,
4. the use of the profit shown on the balance sheet,
5. discharge of the members of the Board of Directors and the Managing Director from liability,
6. adoption of the remuneration policy, when necessary,
7. adoption of the remuneration report,
8. the number of members of the Board of Directors, and
9. the remuneration of the members of the Board of Directors and the auditor; as well as
shall be elected
10. the members of the Board of Directors and
11. the auditor.
17. Authorising the Board of Directors to resolve on the issuance of shares
The Board of Directors proposes that the Board of Directors be authorised to resolve on one or more issuances of shares, including the right to issue new shares in the company or to transfer the company’s treasury shares. The authorisation would cover up to a total of 1,500,000 shares, corresponding to approximately 6.2 per cent of the company’s registered total number of shares at the time of the proposal.
The Board of Directors would also be authorised to resolve on a directed issuance of shares in the company. The authorisation could be used for material arrangements from the company’s point of view, such as financing or carrying out business arrangements or investments or for other such purposes determined by the Board of Directors in which case there would be a weighty financial reason for issuing shares and for a possible directed issuance of shares.
The Board of Directors would be authorised to resolve on all other terms and conditions of the issuance of shares, including the payment period, grounds for the determination of the subscription price and subscription price or issuance of shares without consideration or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until
18. Authorising the Board of Directors to resolve on the repurchase of the company’s own shares
The Board of Directors proposes that the Board of Directors be authorised to decide, in one or several instalments, on the repurchase of maximum of 1,500,000 of the company’s own shares. The proposed maximum number of shares corresponds to approximately 6.2 per cent of the company’s registered total number of shares at the time of the proposal.
The shares would be repurchased using the company’s invested unrestricted shareholders’ equity, and thus, the repurchases will reduce funds available for distribution. The shares could be repurchased for developing the company’s capital structure, for financing or carrying out potential corporate acquisitions or other business arrangements, to be used as a part of the company’s remuneration or incentive plan or to be otherwise transferred further, retained by the company as treasury shares, or cancelled, for example.
In accordance with the resolution of the Board of Directors, the shares could also be repurchased otherwise than in proposition to the existing shareholdings of the company as directed repurchases at the market price of the shares quoted on the trading venues where the company’s shares are traded or at the price otherwise established on the market at the time of the repurchase.
The Board of Directors shall resolve on all other matters related to the repurchase of the company’s own shares, including on how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until
19. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned resolution proposals relating to the agenda of the Annual General Meeting as well as this Notice and Remuneration Policy for Governing Bodies are available on Asiakastieto Group Plc’s website at https://investors.asiakastieto.fi/annual-general-meetings/. The Financial Statements, the Consolidated Financial Statement, the Report of the Board of Directors and the Auditor’s Report of
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
Shareholders of the company may only participate in the meeting and exercise their shareholder rights by voting in advance or by way of proxy representation as well as by submitting counterproposals and asking questions in advance in accordance with the instructions below.
1. Shareholders registered in the Shareholders’ Register
Each shareholder, who is on the record date for the Annual General Meeting on
A shareholder may only participate in the meeting by voting in advance or by way of proxy representation and by submitting counterproposals and asking questions in advance in accordance with the below instructions.
2. Registration and advance voting service
The registration for the meeting and advance voting will begin on
Requested information shall be given in connection with the registration such as the name, social security or business identity number, address and phone number of the shareholder. The personal data given to
Earlier registrations submitted to the Annual General Meeting, which was convened to be held on
Shareholders who have a Finnish book-entry account may register and vote in advance on certain items on the agenda of the Annual General Meeting during the time period beginning on
a) Through the company’s website at https://investors.asiakastieto.fi/annual-general-meetings/
Please note that the number of the shareholder’s book-entry account is required for voting in advance.
b) Through email or mail
Shareholders may submit the advanced voting form available on the company’s website or corresponding information to
If a shareholder participates in the Annual General Meeting by way of advance voting, voting in advance is considered as registration for the meeting if all required information is given. Instructions for voting will be available on the company’s website at https://investors.asiakastieto.fi/annual-general-meetings/ at the latest when the advance voting period begins. If needed, additional information is also available through email at ir@asiakastieto.fi.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Also the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above.
A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
Proxy documents should be delivered to
4. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting on
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and preregistration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders’ register of the company by the time stated above at the latest. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee registered shares within the registration period for nominee-registered shares.
5. Other instructions and information
Shareholders who hold at least one percent of all the company’s shares are entitled to make counterproposals subject for voting to the agenda points of the Annual General Meeting. Such counterproposals shall be delivered to the company by email to ir@asiakastieto.fi no later than
A shareholder may ask questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act on topics included in the meeting agenda until
On the date of this notice to the Annual General Meeting
Board of Directors
For further information:
Tel. +358 10 270 7403
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