Dovre Group Plc Stock Exchange Bulletin
NOTICE TO THE ANNUAL GENERAL MEETING OF DOVRE GROUP PLC – THE BOARD OF DIRECTORS OF THE GROUP AMENDS ITS DIVIDEND PROPOSAL TO THE ANNUAL MEETING
Notice is given to the shareholders of
Certain changes will be made to the practical arrangements of the Annual General Meeting in order to minimize the risk of the spread of the coronavirus (COVID-19). The aim is to keep the Annual General Meeting as short as possible while also ensuring that all legal obligations are met. There will be no catering available in the meeting.
In light of the current situation, the company specifically reminds the shareholders of the possibility of refraining from attending the meeting in person and instead exercising their shareholder rights by way of proxy representation. For further details relating to the proxy arrangements and how to issue a proxy for the meeting, please see the instructions at end of the notice.
A live webcast of the event through which shareholders can follow the Annual General Meeting will be organized. The live video stream will be available on
All persons registered for the meeting are asked to send his/her email address to marja.saukkonen@dovregroup.com. The persons registered for the meeting will be provided with a link including registration instructions one day before the AGM.
Large shareholders representing over 35% of the outstanding shares of
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the AGM, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to verify the counting of votes
4. Recording the legal convening of the meeting and quorum
5. Recording the attendance at the meeting and adoption of the voting list
6. Presentation of the annual accounts 2019, the report of the Board of Directors and the auditor's report
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and resolution on the payment of dividend
The parent Company’s distributable funds are
If the AGM authorizes the Board of Directors to decide on the payment of dividend, the Board of Directors expects to decide on the distribution of the dividend on
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the remuneration policy for the Company’s governing bodies
11. Resolution on the remuneration of the members of the Board of Directors
The shareholders representing over 35% of the total shares in the Company propose to the AGM that the annual remuneration payable to the Board members shall be as follows: The chairman of the Board is paid
The shareholders also propose that reasonable travel expenses incurred by the Board members are compensated.
12. Resolution on the number of members of the Board of Directors
The shareholders representing over 35% of the total shares in the Company propose to the AGM that the number of Board members be set at four (4).
13. Election of the members of the Board of Directors
The shareholders representing over 35% of the total shares in the Company propose
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the AGM that the auditor’s fee shall be paid according to the approved invoice from the auditor.
15. Election of the auditor
The Board of Directors proposes to the AGM that one auditor be elected for the Company. The Board of Directors proposes the election of Authorized Public Accountant firm
16. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the AGM resolves on authorizing the Board of Directors to decide on the repurchase of the Company’s own shares, on the following conditions:
a) By virtue of the authorization, the Board is entitled to decide on repurchase of a maximum of 10,100,000 of the Company’s own shares, corresponding to a maximum of 9.9% of the Company’s all shares.
b) The Company’s own shares may be repurchased in deviation from the proportion to the holdings of the shareholders using the non-restricted equity and acquired on regulated market through trading on
c) The shares may be repurchased in order to be used as consideration in possible acquisitions or other arrangements related to the Company’s business, to finance investments or as part of the Company’s incentive program or the be held, otherwise conveyed or cancelled by the Company.
The Board of Directors shall decide on other matters related to authorization.
The repurchase authorization is valid until
17. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of other special rights entitling to shares
The Board of Directors proposes that the AGM would resolve on authorizing the Board of Directors to decide on
(i) the issuance of new shares and/or
(ii) the conveyance of the Company’s own shares and/or
(iii) the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, on the following conditions:
By virtue of the authorization, the Board may also decide on a directed issue of shares and special rights, i.e. waiving the pre-emptive subscription rights of the shareholders, under the requirements of the law. By virtue of the authorization, a maximum of 10,100,000 shares may be issued, corresponding to a maximum of 9.9% of the Company’s existing shares.
The Board may use the authorization in one or more instalments. The Board may use the authorization to finance or conclude acquisitions or other arrangements, to strengthen the Company’s capital structure, for incentive programs or for other purposes decided by the Board. The new shares may be issued or the Company’s own shares conveyed either against payment or free of charge. The new shares may also be issued as an issue without payment to the Company itself. The Board is authorized to decide on other terms of the issuance of shares and special rights. By virtue of the authorization, the Board of Directors may decide on the realization of the Company’s own shares possibly held by the Company as pledge.
The authorization is valid until
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above proposals of the Board of Directors relating to the agenda of the AGM as well as this notice are available on the Company’s website at www.dovregroup.com. The Company’s annual report, which includes the Company’s financial statements, the report of the Board of Directors, the auditor’s report and the Corporate Government Statement, is available on the above mentioned website. The remuneration policy is attached to this notice. The proposals of the Board of Directors and the financial statements are also available at the AGM. Copies of these documents and of this notice will be sent to shareholders upon request.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered on
A shareholder, who is registered in the shareholder register of the Company and who wants to participate in the AGM, shall register for the meeting no later than
a) on Dovre Group Plc’s website at www.dovregroup.com (please send your email address to
b) by email to marja.saukkonen@dovregroup.com
c) by telephone to
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, 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
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the AGM by virtue of such shares, based on which he/she would be entitled to be registered in the shareholder register of the Company held by
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the Company, the issuing of proxy documents and registration for the AGM from his/her 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 AGM, into the temporary shareholder register of the Company at the latest by
3. Proxy representative and powers of attorney
A shareholder may participate in the AGM and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a duly dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the AGM. When a shareholder participates in the AGM by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the AGM.
Any proxy documents should be delivered in original to
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the AGM 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 AGM,
Espoo,
Board of Directors
For further information please contact Mr
DISTRIBUTION
Nasdaq Helsinki
Main media
www.dovregroup.com
Attachment
- Remuneration Policy for the Governing Bodies of
Dovre Group Plc
© OMX, source