Precautionary measures to be taken:
· There shall be no more than 50 people in one conference room at the same time.
· The meeting shall be kept as short as possible and only necessary issues presented in the notice shall be processed.
· There shall be no catering and the participants are asked not to shake hands with staff or other participants.
· Seats of the venue shall be placed sparsely.
· Hand sanitizer shall be available at the venue and general cleanliness and hygienic shall be paid special attention.
· Shareholders are requested to comply with current restrictions and instructions given by authorities. Persons who belong to the risk groups based on their age or medical condition or who have travelled outside of
These precautionary measures are designed to ensure that the Meeting can be held. Fellow Finance monitors the development of the coronavirus situation and follows the instructions issued by the Finnish authorities. Shareholders are advised to follow the company's website for the latest instructions regarding the Annual General Meeting.
A. MATTERS TO BE HANDLED IN THE ANNUAL GENERAL MEETING
The following matters will be discussed at the AGM:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the examiner of the minutes and the supervisor for counting of votes
4. Establishing the legality of the meeting
5. Recording the attendance at the meeting and confirming the voting list
6. Presentation of the Financial Statements for 2019, Annual Report and the Auditor's Report - CEO's review
7. Deciding on adopting the parent company's and Group's Financial Statements and Report by the Board of Directors
8. Use of the profit shown in the Balance Sheet and deciding on the payment of dividend
At the end of the financial period 2019 the parent company ́s distributable assets were
9. Discharging the members of the Board of Directors and the CEO from liability
10. Presentation of the Remuneration Policy
The Board of Directors presents the Remuneration Policy, attached to this notice, to the annual general meeting.
11. Deciding the number and remuneration of the members of the Board of Directors
Shareholders who represent a total of approximately 34,9% of the company's shares have proposed that the number of the members of the Board of Directors be set at five (5). The shareholders have proposed that an annual remuneration of
12. Election of the Board of Directors
Shareholders who represent a total of approximately 34,9% of the company's shares have proposed that, of the present members of the Board of Directors Jorma Alanne, Kai Myllyneva,
Introduction and holdings of shares of all those proposed for Board service can be found on the
13. Deciding the remuneration of the Auditor
The Board of Directors proposes to the AGM that the Auditor's fee shall be paid as reasonably invoiced and approved by the company.
14. Election of the Auditor
The Board proposes that the AGM would elect
The Auditor's term of office shall end at the closure of the next AGM.
15. Authorising the Board of Directors to decide on the conveyance of treasury shares
The Board of Directors proposes that the AGM authorise the Board of Directors to decide on the procurement of a maximum of 100,000 of the company's own shares in one or several tranches using the company's unrestricted shareholders' equity. Except for the ratio of the shareholders' ownership, the shares are procured in
The authorisation is proposed to remain in force until the closure of the company's next AGM, however no later than
The authorisation may be used, for example, to implement potential company acquisitions or key employee incentive schemes or for other purposes decided by the Board of Directors. Shares procured on the basis of the authorisation may be transferred, retained by the company or voided. The Board of Directors can decide all of the other terms and conditions pertaining to the procurement of own shares.
16. The Proposal of Fellow Finance's Shareholders' Nomination Board to the next Annual General Meeting
The Shareholders' Nomination Board propose to the Annual General Meeting that the Nomination Board's Rules of Procedure shall be amended so that the following paragraph is deleted:
"Employees of the company or a member of its Board of Directors shall not be elected to be a part of the Shareholders' Nomination Board, except from the Chairman of the Board of Directors, who is participating in the Shareholders' Nomination Board as an expert member"
The Shareholders' Nomination Board propose to the Annual General Meeting that the attached Nomination Board's Rules of Procedure shall be accepted.
17. Authorising the Board to decide on issuing shares and option rights and other special rights entitling to shares
The Board of Directors proposes to the AGM that the AGM authorises the Board of Directors to decide on the issue of shares and other special rights entitling to shares pursuant to the Limited Liability Companies Act, section 10, subsection 1, in one or several tranches, either for a fee or free of charge.
The number of shares to be issued, including shares received based on special rights, shall be a total maximum of 400,000 shares. The Board of Directors may decide on issuing new shares or assign shares possibly held by the company. The proposed total maximum of shares of the authorisation is approximately 5.6% of all the company's shares based on the situation on the date of the Invitation to the Annual General Meeting.
The authorisation gives the Board of Directors the right to decide on all the terms and conditions of the share issue and granting of specific rights entitling to shares, including the right to deviate from the shareholders' pre-emptive subscription right. It is proposed that the authorisation be used, for example, to pay company acquisitions, or incentive payments based on the key employees' incentive system, or for other purposes defined by the Board of Directors. It is also proposed that the authorisation would include the right to decide whether the subscription price of the share is subscribed in full or in part in the reserve for invested unrestricted equity or as an increase of the share capital.
The authorisation is proposed to remain in force until the closure of the company's next AGM, however no later than
18. Closing of the meeting
B. AGM DOCUMENTS
The above-mentioned proposals for decisions included in the agenda of the AGM, this Invitation to the Annual General Meeting, Financial Statements, Report by the Board of Directors and Auditor's Report are available on
Proposals included in the agenda and other above-mentioned documents are also available in the AGM and can be downloaded and printed from the company's website.
C. INSTRUCTIONS FOR THOSE ATTENDING THE AGM
Shareholders registered in the shareholders' register
Shareholders registered in the shareholders' register of the company maintained by
A shareholder registered in the shareholders' register of the company and wishing to attend the AGM shall make a notice of participation by
Shareholders may make a notice of participation for the AGM:
Via email sijoittajapalvelu@fellowfinance.fi or by phone: +358 757 568 603, from Monday-Friday from
Shareholders, their representatives, or proxy representatives present at the meeting should, where required, be able to prove their identity and/or authorisation to represent a shareholder.
Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings are entitled to attend the AGM on the basis of shares held on the record date, i.e.
Shareholders with nominee-registered holdings are encouraged to request their trustee, in sufficient time, for the necessary instructions concerning temporary registration with the shareholders' register, issuing letters of proxy, and registering for the meeting in good time. The account operator of the trustee should register shareholders with nominee-registered holdings, who wish to attend the AGM, in the shareholders' register on a temporary basis by the date and time referred to above, 10.00 am on
Use of a proxy and authorisations
A shareholder is entitled to participate and make use of his or her rights as a shareholder at the Annual General Meeting by proxy. A person holding a shareholder's proxy should be in possession of a dated letter of proxy or otherwise be able to show in a reliable manner that he or she is entitled to act in this capacity on behalf of a shareholder. In the event that a shareholder is represented by more than one proxy representative representing shares held in different securities accounts, each proxy representative should state which shares he or she represents when registering to attend the AGM.
Possible shareholders' letters of proxy should be sent as a scanned copy via email (sijoittajapalvelu@fellowfinance.fi) and as originals to
OTHER INFORMATION
Shareholders attending the Annual General Meeting shall be entitled under Chapter 5, Section 25 of the Finnish Companies Act to request information with respect to the matters to be considered at the Annual General Meeting.
In
BOARD OF DIRECTORS
https://news.cision.com/fellow-finance-oyj/r/invitation-to-the-annual-general-meeting-of-fellow-finance-plc,c3119782
https://mb.cision.com/Public/18254/3119782/ad98fdaf5df9570a.pdf
https://mb.cision.com/Public/18254/3119782/8e73650b112d44d9.pdf
(c) 2020 Cision. All rights reserved., source