Tokmanni Group Corporation Stock exhange release 15 April 2020 at
Notice is given to the shareholders of
Instead of attending the meeting in person, shareholders can authorise
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
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 2019 annual accounts, the report of the Board of Directors and the auditor's report for the year 2019
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
Contrary to the notice to the Annual General Meeting published on
·
· The remaining distributable assets will remain in equity.
The Board of Directors also proposes to the Annual General Meeting that the Annual General Meeting would authorize the Board of Directors to decide at a later stage and in its discretion on a dividend payment in one instalments of a total maximum of
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Consideration of the Remuneration Policy for governing bodies
The Board of Directors presents to the Annual General Meeting for advisory approval the Company's Remuneration Policy for the Governing Bodies which is attached to this notice.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the remunerations of the members of the Board of Directors are as follows:
· The Chairman of the Board of Directors will be paid
· A member of the Board of Directors will be paid
In addition, the Chairman and the members of the Board of Directors will be paid an attendance fee per each meeting of the Board of Directors as follows:
·
·
·
In addition, the Chairman of the
The annual remuneration of the members of the Board of Directors is paid in company shares and in cash so that approximately 40% of the annual fee is paid in the company shares and the rest is paid in cash. The company will pay any costs and transfer tax related to the purchase of the company shares. The shares purchased for the Board member cannot be transferred until 3 years have passed from the date of purchase or before the Board member's membership in the Board has ended, whichever is earlier.
Board members' meeting fees and the Chairman of the
12. Resolution on the number of members of the Board of Directors
Under the articles of association, the company's Board of Directors must have at least 3 and at most 8 members.
The Shareholders' Nomination Board proposes to the Annual General Meeting that 6 members are elected to the Board of Directors.
13. Election of members of the Board of Directors
The Nomination Board proposes that the current members of the Board of Directors
The Nomination Board proposes that
All proposed persons have granted their consent to the position. The information relevant considering their service for the Board of Directors is available on
All proposed persons are independent of the company and its major shareholders except
The Nomination Board propose to the Annual General Meeting that
14. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor is paid remuneration in accordance with a reasonable invoice.
15. Election of auditor
In accordance with the proposal of the
16. Authorising the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide on repurchase or accepting as pledge, using the company's non-restricted equity, a maximum of 2.943.000 own shares, which corresponds to approximately 5% of the company's total shares at the time of convening the meeting. The repurchase may take place in one or more tranches.
The shares shall be repurchased in a proportion other than the shareholders' current shareholdings in the company in public trading arranged by
The company may repurchase the shares to execute its incentive program or corporate acquisitions or other business arrangements or investments related to the company's operations, to improve its capital structure, or to be otherwise further transferred, retained by the company or cancelled.
The authorisation is proposed to include the right for the Board of Directors to decide on all other matters related to the repurchase of shares. The authorisation is proposed to be effective until the Annual General Meeting held in 2021, yet no further than until
The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
17. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The aforementioned proposals on the agenda of the Annual General Meeting as well as this notice are available on the
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Shareholders registered in the shareholders' register
Shareholders who are on
Shareholders who are registered in the shareholders' register and want to participate in the Annual General Meeting shall register for the meeting no later than on
Shareholders must register for the meeting in order to be able to authorise a proxy representative even if the shareholders will not be attending the meeting in person.
Such notice can be given:
a. on
b. by telephone, +358 40 198 4396, Monday-Friday 9-16 or
c. by mail to address
Shareholders are asked to primarily register online or by phone, as under the current circumstances it will be difficult for the Company to follow incoming mail regularly due to e.g. remote-work recommendations.
In connection with the registration, a shareholder shall notify their name, personal identification number, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to
Registrations submitted to the cancelled Annual General Meeting, convened to be held on
The shareholder, their authorized representative or proxy representative must, where necessary, be able to prove their identity and/or right of representation.
2. Holders 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 they on the record date of the Annual General Meeting, i.e. on
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the Annual General Meeting from their custodian bank. The account management organization of the custodian bank has to register a holder of nominee-registered shares who wants to participate in the Annual General Meeting into the temporary shareholders' register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
Shareholders are requested not to attend the Annual General Meeting in person. Instead, shareholders should exercise their voting rights by voting in advance or by issuing a proxy document via the proxy service offered by the company.
The use of a proxy representative requires that the shareholder registers for the General Meeting in the manner described above even though the shareholder will not be attending the meeting at the meeting venue in person.
Authorising CFO
Instead of coming to the meeting venue in person, shareholders can authorize
Authorising other proxy representative
Shareholders may participate in the General Meeting and exercise their rights at the meeting also by way of other proxy representation. The proxy representative of a shareholder will have to produce a dated proxy document, or otherwise in a reliable manner demonstrate their right to represent the shareholder. If a shareholder participates in the General Meeting by means of several proxy representatives who represent the shareholder with shares on different securities accounts, the shares with which each proxy representative represents the shareholder are to be identified in connection with the registration. Proxy documents and powers of attorney for authorising a third-party proxy representative should primarily be delivered as an e-mail attachment (PDF or photo) to ir@tokmanni.fi, or as a secondary option, by mail to
4. Following the General Meeting via live video stream and/or submitting questions in advance
Shareholders can follow the Annual General Meeting via a live video stream. Shareholders who follow the meeting online are not recorded in attendance and cannot vote or present questions via the video link.
To access the video stream, one should order a personal video link by
Shareholders registered in
The instructions links are available on
5. Other instructions and information
The Board of Directors urges shareholders to avoid attending the Annual General Meeting at the
The following special precautions will be taken at the AGM in the interests of the health and safety of the company's shareholders and employees:
· The AGM and all of the presentations, including the CEO's review, will be kept short and only to the extent necessary to satisfy the minimum requirements.
· The participation by the company's Board of Directors and management will be minimised.
· The number of participants will be restricted to enable compliance with the guidelines issued by the authorities.
· No refreshments served or gifts given at the meeting. No transportation is organized to the meeting.
The template for a power of attorney and instructions on how to authorise a proxy representative, how to follow the meeting via video stream, and how to submit questions are available on
Pursuant to Chapter 5 Section 25 of the Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the Annual General Meeting
Helsinki
Board of Directors
ANNEXES
Annex 1: Remuneration Policy
Annex 2: Power of attorney
For more information
Distribution
Nasdaq Helsinki
Key Media
https://news.cision.com/tokmanni-group-oyj/r/tokmanni-group-corporation--notice-to-the-annual-general-meeting,c3088097
https://mb.cision.com/Public/16556/3088097/b2658642fecf7efd.pdf
https://mb.cision.com/Public/16556/3088097/8e689808d4a6b17b.pdf
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