LEADDESK OYJ LeadDesk Plc Unofficial Translation of Company Release
The shareholders of
The reception of persons who have registered for the meeting will commence at
Further instructions on the Annual General Meeting and following the meeting via webcast are available on the company's website at https://investors.leaddesk.com/fi/yhtiokokous-2023/.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
The following matters shall be considered at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, Annual Report and the Auditor's Report for the year 2022
Presentation of the CEO's report.
7. Adoption of the Financial Statements, including the adoption of the Consolidated Financial Statements
8. Resolution on the use of the profit shown in the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that no dividend shall be paid for the financial year 2022 and any distributable funds shall be retained in equity.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board recommends that, with respect to the remuneration of the members of the Board of Directors, the shareholders address each proposal individually in the general meeting.
10.1 Monthly remuneration and meeting fees of the members of the Board of Directors
The Shareholders' Nomination Board proposes that remuneration be paid to the Board members in the next term of office as follows: A monthly remuneration is paid to the Chair of the Board of Directors in the amount of
10.2. Directed share issue and options related to the appointment of the proposed new Chair
In addition, the Shareholders' Nomination Board proposes, conditional on the fact that Yrjö Närhinen is elected as the Chair of the Board of Directors, that a maximum of
If the Chair of the Board of Directors has subscribed for New Shares amounting to the above-mentioned maximum amount by
The Board of Directors would be authorised to decide on all other detailed terms of the option program, yet so that the exercise price of the 2023 option program must be at least the trading price of the share on the issue date of the 2023 option program; the subscription period for the shares subscribed for on the basis of the options may commence on
10.3 Options of the members of the Board of Directors
The Shareholders' Nomination Board further proposes that members of the Board of Directors be given one (1) option right in the 2023 option program, resolved on within the restrictions described below, for each company share they acquire during the period between the 2023 Annual General Meeting and
The Board of Directors would be authorised to decide on all other detailed terms of the option program, yet so that the exercise price of the 2023 option program must be at least the trading price of the share on the issue date of the 2023 option program; the subscription period for the shares subscribed for on the basis of the options may commence on
If proposal 10.2 of the Shareholders' Nomination Board is adopted, the Chair of the Board of Directors is not entitled to any options under proposal 10.3.
The directed share issue and the issuance of option rights in accordance with Proposals 10.2 and 10.3 of the Nomination Board described above would be carried out in accordance with the company's authorisations for the issuance of shares and special rights at a given time.
11. Resolution on the number of members of the Board of Directors
The Nomination Board proposes that the number of members of the Board of Directors shall be five (5).
12. Election of members of the Board of Directors
The Shareholders' Nomination Board proposes that Emma Storbacka,
All proposed persons have given their consent to the appointment. They are independent of the company and of the major shareholders of the company.
The nominees for members of the Board of Directors and their shareholdings are presented on the company's website at https://investors.leaddesk.com/fi/yhtiokokous-2023/.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the auditor to be elected be remunerated against a reasonable invoice approved by the company.
14. Election of auditor
The Board of Directors proposes that authorised public accountants
15. Authorising the Board of Directors to resolve on the repurchase of the company's own shares
The Board of Directors proposes that the General Meeting would authorise the Board of Directors to resolve on the repurchase of a maximum of 544,248 of the company's own shares in one or more tranches as follows:
The number of own shares to be repurchased corresponds to approximately ten (10) per cent of the aggregate number of shares in the company on the date of the notice to the Annual General Meeting. However, the decision to repurchase own shares shall not be taken in such a way that the aggregate number of own shares held by the company and its subsidiaries is more than one tenth of all shares. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation.
The own shares can be acquired otherwise than in proportion to the share ownership of the shareholders. The shares can be repurchased through public trading on
The own shares repurchased by the company may be held, cancelled or transferred by the company. The Board of Directors shall decide on other matters related to the acquisition of own shares.
The Board of Directors proposes that the authorisation revokes previous unused authorisations on the repurchasing of the company's own shares.
The authorisation is proposed to be valid until the following Annual General Meeting, however no longer than until
16. Authorising the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes that the General Meeting authorises the Board of Directors to resolve on the issuance of shares and on the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, in one or more tranches, either against or without consideration.
The number of shares to be issued or transferred under the authorisation, including shares acquired under special rights, may not exceed 544,248 shares, which corresponds to approximately ten (10) per cent of all the current shares of the company. The Board of Directors may resolve on issuing either new shares or to transfer any treasury shares held by the company.
The authorisation entitles the Board of Directors to resolve on all the conditions of the issuance of shares and the issuance of special rights entitling to shares, including the right to deviate from the shareholders' pre-emptive subscription right.
The authorisation is proposed to be valid until the end of the following Annual General Meeting, however no longer than until
17. Amendment of the Articles of Association (remote meeting)
The Board of Directors proposes that the article 7 of the company's Articles of Association is amended concerning possible remote participation in the general meeting as an alternative or without convening a physical meeting (remote meeting). The section of the new Articles of Association:
"7 § Notice to General Meeting
Notice to the General Meeting shall be delivered to the shareholders no earlier than two (2) months and no later than nine (9) days prior to the record date of the General Meeting.
The notice shall be delivered to the shareholders by announcement, which is published on the website of the company.
To be entitled to attend the General Meeting, a shareholder must register with the company no later than on the date specified in the notice of the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.
The board of directors may decide that the General Meeting is arranged without a meeting venue so that the shareholders exercise their full decision-making powers during the meeting in real time by use of telecommunication connections and technical means (remote meeting)."
Otherwise, the Articles of Association are proposed to remain unchanged.
18. Amendment of the Articles of Association (Notification on the Change of Holdings and Obligation to Make a Tender Offer)
The Board of Directors proposes that an obligation to notify on the change of holdings and obligation to make a tender offer are added to the Articles of Association. New articles 10 and 11 are added to the Articles of Association:
"10 § Notification on the Change of Holdings
A shareholder shall notify the company of its ownership and share of votes when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 90 percent or 2/3 of the total number of votes carried by the shares registered in the trade register or the total number of shares registered in the trade register. A shareholder shall also make a notification on the change of holdings when it has on the basis of a financial instrument the right to receive a number of shares in the company that would reach, exceed or fall below the abovementioned thresholds. The notification shall be made regardless of whether the underlying asset of the financial instrument will be settled physically or in cash. The obligation to make a notification shall also arise when a shareholder's combined holdings of the above (shareholding or voting rights and long position acquired through a financial instrument) reach, exceed or fall below the abovementioned thresholds.
This Article 10 shall be interpreted in accordance with Chapter 9 Sections 5 to 8 of the Finnish Securities Markets Act.
When calculating the holdings of the shareholder, holdings of the entities controlled by the shareholder shall also be considered as holdings of the shareholders. In addition, holdings of a third party shall be taken into account if the shareholder has the right to acquire, transfer or exercise the voting rights attached to the shares owned by the third party.
The obligation to notify the company of the change of holdings shall not apply to:
- shares acquired for the sole purpose of settlement activities for a maximum of four trading days and to custodians of securities holding shares in this capacity with the right to exercise the voting rights attached to the shares in their custody only as specifically instructed;
- holdings and voting rights in the trading book of a credit institution or an investment service provider if:
- the holdings in the trading book do not exceed 5 percent of the total number of votes or the total number of shares in the company; and
- the voting rights attached to the shares in the trading book are not exercised nor otherwise used to intervene in the management of the company;
- holdings and voting rights, which have been acquired for the purposes of stabilisation in connection with an offer of securities in accordance with the EU Market Abuse Regulation ((EU) No 596/2014, as amended), if the voting rights attached to the shares are not exercised nor otherwise used to intervene in the management of the company.
The notification on the change of holdings shall be made without undue delay, however, no later than on the next trading day after the shareholder learned or should have learned of the acquisition or transfer, his/her/its possibility of exercising voting rights or the executed transaction as a result of which his/her/its holding or share of votes has changed or will change in the manner provided above, once the transaction is completed. The shareholder need not make a notification on the change of holdings if the notification is made by the person exercising control over the shareholder.
The notification on the change of holdings shall contain the following information:
a) grounds for making the notification on the change of holdings;
b) time when holdings or share of votes reached, exceeded of fell below the abovementioned thresholds;
c) exact share of the shares and votes in the company held either directly or indirectly by the shareholder;
d) exact share of the shares and votes in the company held either directly or indirectly by the shareholder on the basis of a financial instrument;
e) total number of the shares concerned;
f) nature, maturity date, execution period and transfer method of the financial instrument;
g) total number of votes attached to the shares or the total number of shares in the company registered in the trade register;
h) full name, trade register number or equivalent corporate identifier;
i) entities controlled by the shareholder through which shares of the company and voting rights attached thereto are held, and full name, trade register number or equivalent corporate identifier of each such entity; and
j) description of the division of holdings between the shareholder and each of the entities controlled by the shareholder.
The company will publish a template form for the notification of change of holdings on its website. When a notification on the change of holdings has been made to the company or the company otherwise becomes aware of the reaching, exceeding or falling below of any of the abovementioned thresholds, the company shall, without undue delay, disclose the information of the change of holdings in the company and deliver such information to the market.
The shareholder shall make the notification on the change of holdings in Finnish or in English, at its own discretion, and the company shall disclose all information pertaining to the change of holdings without undue delay.
In the event that a shareholder fails to comply with its obligation to notify the company of changes in its holdings when the holdings reach or exceed the abovementioned thresholds, the shareholder is entitled to only exercise the share of the votes attached to the shares that the shareholder held before the change in its holdings, until the shareholder has made the required notification.
This Article 10 of the Articles of Association ceases to apply in its entirety in the event that the shares of the company are admitted to trading on a regulated market as referred to in Chapter 2, Section 5 of the Finnish Securities Markets Act. Thereafter, an obligation to notify major holdings and share of votes shall be determined in accordance with Chapter 9 of the Finnish Securities Markets Act.
11 § Obligation to Make a Tender Offer
Offer
A shareholder, whose holding increases above 30 percent or above 50 percent of the total number of votes attached to the shares of the company registered in the trade register (offer threshold) after the general meeting has resolved to add this article to the Articles of Association, shall make an offer to purchase all the other shares and securities entitling thereto issued by the company to other shareholders and holders of such securities entitling to shares of the company issued by the company.
A shareholder's share of votes shall comprise:
a) shares held by the shareholder and persons acting in concert with the shareholder;
b) shares held together by the shareholder or by persons acting in concert with the shareholder, and a third party; and
c) shares, the voting rights attached to which the shareholder is entitled to use or direct under a contract or other arrangement.
When calculating the share of votes referred to in this Article 11, restrictions on the exercise of voting rights based on law or the Articles of Association or on another contract shall not be taken into account. Votes attached to shares held by the company or by an entity controlled by it shall not be taken into account in the total number of votes on the company. An obligation to make on offer shall not apply to entities acting as custodians of shares in the company and holdings of such entities shall not be taken into account when calculating the shareholder's share of votes.
In this Article 11, persons acting in concert shall mean natural or legal persons who, on the basis of an agreement or otherwise, cooperate with a shareholder, offeror or the company with the intention to exercise or acquire significant control in the company or to prevent the realisation of an offer. Persons acting in concert shall comprise at least:
a) a shareholder and entities controlled by it as well as their pension foundations and pension funds;
b) the company and legal persons belonging to the same group and their pension foundations and pension funds; and
c) a shareholder and persons who are in a relationship with the shareholder in the meaning of Article 3, paragraph 1, subparagraph 26, indents a to c of the Market Abuse Regulation.
If there is one shareholder in the company whose share of votes exceed the offer threshold, the obligation to make on offer shall not arise to another shareholder until his/her/its share of votes exceed the share of votes of the first-mentioned shareholder.
If the offer threshold is exceeded solely due to measures taken by the company or another shareholder, the obligation to make an offer shall not arise until the shareholder who has exceeded the offer threshold acquires or subscribes for more shares in the company or otherwise increases his/her/its shares of votes in the company.
Consideration
The consideration paid by the offeror shall equal fair market price. Consideration may be cash, securities or shares or a combination of cash, securities and shares. The basis for determining the consideration shall be the highest of the following:
- the highest price paid for the securities subject to the offer during the six months prior to the obligation to make an offer by the offeror or by a person acting in concert with the offeror having arisen; or
- in the event that no such acquisitions have been made, the volume-weighted average trading price of the publicly traded securities subject to the offer during the three months prior to the obligation to make an offer having arisen.
If an acquisition, deemed to have influence on the consideration, is denominated in a currency other than euro, in which the shares of the company are traded, the conversion value of such currency used in such an acquisition to the trading currency shall be calculated with the official rates of the currencies set by the
The offeror shall treat all offerees equally and pay the same price per share to all offerees willing to sell their shares to the offeror on the basis of the offer regardless of the identity of the offeree, number of the shares held by the offeree or the time when the offeree sells its shares to the offeror.
In the event that the offeror or a person acting in concert with the offeror acquires shares in the company on better terms that have been offered to the offerees in the offer and such acquisition takes place between the date on which the obligation to make an offer arose and the date by which the offer has to be accepted, the offeror shall be obliged to amend the offer to correspond to the said acquisition. The procedure for the amendment of the offer is set forth below.
In the event that the offeror or a person acting in concert with the offeror acquires shares in the company on better terms that have been offered to the offerees in the offer (or possible amended offer), and such acquisition takes place within nine (9) months from the date by which the offer had to be accepted, the offeror shall compensate the difference of the consideration paid to the offerees who have accepted the offer (or possible amended offer) and the consideration paid in the acquisition.
Procedure
The offeror has an obligation to make the offer in writing to the company's address addressed to the Board of Directors. A notification on the obligation to make an offer shall contain the number of shares held by the offeror and the number of shares acquired during the last twelve (12) months and consideration paid for them. A notification on an obligation to make an offer shall also contain the address of the offeror and the notification shall, at the discretion of the offeror, be made in Finnish or in English.
The Board of Directors shall notify the company's shareholders that an obligation to make an offer has arisen within 30 days of receiving a notification on the obligation to make an offer, or in the absence of such notification or where such notification fails to arrive within said period, of the date on which it otherwise became aware of the obligation to make an offer. The notification of the Board of Directors shall contain all the information of the date on which the obligation to make an offer arose, the basis for the determination of the consideration, to the extent known to the Board of Directors, and the last date for accepting the offer. The offeror shall provide the Board of Directors all the information reasonably needed for the Board of Directors to deliver its own notification to the shareholders. The notification of the Board of Directors shall be made in accordance with Article 7 concerning notices to general meetings of shareholders. An offeree who wishes to accept the offer shall do so in writing within 30 days of the notification of the Board of Directors. An acceptance notification, to be sent to the company or a party appointed by the Board of Directors, shall include the number of shares covered by the acceptance. An offeree who accepts the offer shall, simultaneously with the acceptance notification, provide the company with all the documentation necessary for carrying out the transfer of the relevant shares to the offeror against the payment of the consideration.
The offeror shall without delay notify the Board of Directors, if the offer must be amended in accordance with the abovementioned provisions and it shall provide the Board of Directors all information reasonably requested by it. In the event that the offerees have already been informed of the offer, the Board of Directors shall without delay notify the offerees of the amended offer and of a possible extension to the offer period in the manner set forth in the paragraph immediately above. Such extension shall be resolved by the Board of Directors and it shall not exceed two (2) weeks from the original date by which the offer had to be accepted in accordance with the paragraph above. Information on the new deadline shall, however, be announced at least two (2) weeks before the new deadline.
If the offer is not accepted by an offeree by the deadline as set forth in the paragraph above, the offeree shall forfeit its right to accept the offer (or possible amended offer). An offeree has the right to withdraw its acceptance by notifying the Board of Directors in writing until the purchase has taken place in accordance with the terms of the offer.
The company shall notify the offeror of the total number of acceptances of the offer immediately after the deadline set forth in the paragraph above has passed. The offeror shall, within 14 days upon receiving such notification and in accordance with instructions provided by the company, pay the consideration and complete the purchase of the shares in respect of the acceptances received.
The consideration or any part thereof that is not paid within said period, shall accrue default interest of 20 percent per annum as of the date on which the purchase should have taken place. In addition, if the offeror has failed to comply with the abovementioned provisions concerning the obligation to make an offer, default interest shall be calculated from the date on which the notification of the obligation to make an offer should have been made.
All provisions relating to the application and interpretation of the obligation to make on offer, which are not explicitly stated in this Article 11, shall be determined by applying Chapter 11 of the Finnish Securities Markets Act.
Dispute Resolution
The Board of Directors is fully authorised to resolve on the application of this Article 11, including the application of directly or analogically applicable regulation entirely or partially. This authorisation of the Board of Directors also includes any discretion vested in the takeover board, such as the assessment of whether the share of holdings referred to in this Article 11 has been reached, the authority to determine the terms of an offer as well as the consideration to be offered by the offeror to the offerees. In addition, the Board of Directors may, on application and on special grounds, grant a permission to derogate from the obligation to make on offer and other obligations set out in this Article.
All bona fide resolutions or decisions or use of discretionary or decision-making power made in accordance with this Article 11 shall be final and binding, and all bona fide actions taken by the Board of Directors or on behalf of the Board of Directors or on the basis of authorisations granted by the Board of Directors in accordance with this Article 11, shall be final and binding on all relevant parties concerned and cannot be challenged with respect to validity or any other grounds. The Board of Directors shall not be obligated to provide reasoning for its resolutions, decisions or notifications made in accordance with this Article 11.
Should half or more of the members of the Board of Directors have a conflict of interest or otherwise be unable to resolve on matters relating to this Article 11, the Board of Directors shall appoint an independent financial adviser to undertake the role of the Board of Directors for the purposes of the resolutions related to this Article. Such advisor must have relevant experience and a background in offer-related matters. Such advisor shall in this respect have equivalent authority as those granted to the Board of Directors in this Article, unless the Board of Directors decides otherwise in connection with the appointment of the advisor, or otherwise.
This Article 11 of the Articles of Association ceases to apply in its entirety in the event that the shares of the company are admitted to trading on a regulated market as referred to in Chapter 2, Section 5 of the Finnish Securities Markets Act or if the Finnish Securities Markets Act is amended so that the tender obligation is also applicable to the multilateral trading facility as defined in Chapter 2, Section 9 of the Securities Markets Act. After either event, the procedure for a public offer and an obligation to make an offer shall be determined in accordance with Chapter 11 of the Finnish Securities Markets Act.
Restriction on Number of Votes
In the event that a shareholder fails to comply with its obligation to make an offer as set out above, the shareholder is entitled to only exercise the share of votes attached to the shares it owns that do not reach or exceed the minimum offer threshold of 30 percent as defined above."
Otherwise, the Articles of Association are proposed to remain unchanged.
19. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
This notice, which contains all proposals for the resolutions on the matters on the agenda of the General Meeting will be available on
The minutes of the General Meeting will be available on the above-mentioned website by
C. INSTRUCTIONS FOR the participants in the meeting
1. Shareholders registered in the shareholders' register
The shareholders who have been registered on the record date of the General Meeting, on
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.
A shareholder registered in the company's shareholders' register, who wishes to participate in the General Meeting, must register for the General Meeting no later than by
The registration for the General Meeting can be made through the company's website at https://investors.leaddesk.com/fi/yhtiokokous-2023/.
A shareholder, their legal representative or proxy representative arriving to the meeting must, upon request, be able to prove their identity and provide sufficient proof of their right to represent a shareholder. The personal data given to
The shareholder, their legal representative or proxy representative must be able to prove their identity and/or right of representation at the meeting venue.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the General Meeting by virtue of such shares, based on which they on the record date of the General Meeting,
Holders of nominee-registered shares are advised to request without delay necessary instructions from their custodian regarding the temporary registration in the shareholders' register of the company, the issuing of proxy authorisation documents and registration for the General Meeting. The account manager of the custodian shall temporarily register a holder of nominee-registered shares, who wants to participate in the General Meeting, into the shareholders' register of the company within the above-mentioned registration period applicable to nominee-registered shares.
3. Proxy representative and powers of attorney
Shareholders may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. The proxy representative of the shareholder shall produce a proxy document or otherwise demonstrate in a reliable manner their right to represent the shareholder at the General Meeting. If a shareholder participates 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 for the General Meeting.
The shareholders may, if they so will, use the proxy service provided free of charge and authorise lawyer
Other proxy representatives shall provide the proxy they have received by regular mail to
4. Other instructions/information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
On the date of this notice,
In
Board of Directors
ADDITIONAL INFORMATION
Olli Nokso-Koivisto, CEO,
Tel. +358 44 066 5765
email: olli.nokso-koivisto@leaddesk.com
Certified advisor
Tel. +358 9 6129 670
https://news.cision.com/leaddesk-oyj/r/notice-to-the-annual-general-meeting-of-leaddesk-plc,c3722027
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