Notice is given to the shareholders of
The Board of Directors of the Company has resolved on extraordinary measures pursuant to the temporary legislation approved by the Finnish Parliament on
A Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording of attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the Annual General Meeting under Chapter 5, Section 6 and Chapter 5, Section 6 a of the Finnish Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted based on information delivered by
- Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2020
As participation in the Annual General Meeting is possible only by voting in advance, the financial statements, the report of the Board of Directors and the auditor's report, published by the Company on
- Adoption of the financial statements
- Resolution on the use of the profit shown on the balance sheet
The Board of Directors proposes to the Annual General Meeting that a dividend of
As the amount of dividend proposed by the Board of Directors is less than the minimum amount of minority dividend, shareholders have the right to demand a minority dividend pursuant to Chapter 13, Section 7 of the Finnish Companies Act instead of the dividend proposed by the Board of Directors. The minority dividend shall be distributed, if a demand to this effect is supported by shareholders who have at least one tenth of all shares. The amount of minority dividend is
- Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability for the financial period 1 January to
31 December 2020
- Adoption of the remuneration report of the governing bodies
As participation in the Annual General Meeting is possible only by voting in advance, the remuneration report for 2020 is considered to have been presented to the Annual General Meeting when it will be available on the Company's website at www.adapteogroup.com as from
The Board of Directors proposes to the Annual General Meeting that the remuneration report for the governing bodies be adopted.
- Resolution on amendment to the Charter of the Nomination Committee
The Nomination Committee proposes to the Annual General Meeting one amendment to the Charter of Nomination Committee regarding the date of formation of the Nomination Committee, from end of September to end of August.
- Resolution on the remuneration of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting that the members of the Board of Directors of Adapteo shall be paid the following remuneration: To the Chairman of the Board of Directors
In addition, the Nomination Committee proposes that the member of the Board of Directors elected Chairman of the Audit Committee shall receive an additional compensation of
The Nomination Committee further proposes that the remuneration is paid in cash. The Board of Directors of Adapteo has adopted a policy on Board member share ownership. The policy entails that Board members who do not already have such a holding of Adapteo shares are under a four-year (4) period from the start of their directorship expected to acquire Adapteo shares to a total market value which equals at least one year's Board fees before taxes, excluding any Committee compensation. The Nomination Committee will as part of its process annually follow up on the Board members' shareholding and evaluate if it is according to the policy.
Reasonable travel expenses will be refunded in as invoiced.
- Resolution on the number of members of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting that the number of members of the Board of Directors of Adapteo shall be eight (8).
- Election of members of the Board of Directors and the Chair of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting that all current members of the Board of Directors of Adapteo be re-elected, i.e.,
All the nominees are considered independent of Adapteo, its executive management and major shareholders, except for
- Resolution on the remuneration of the Auditor
The Nomination Committee proposes to the Annual General Meeting that the Auditor of Adapteo be paid reasonable remuneration in accordance with an invoice approved by Adapteo.
- Election of Auditor
The Nomination Committee proposes to the Annual General Meeting that the firm of authorised public accountants
- Authorisation of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10 of the Finnish Companies Act, as follows:
Under the authorisation, a maximum of 4,900,000 shares can be issued, which would correspond to approximately 10 percent of all Adapteo's shares at the time of this proposal. The shares or special rights entitling to shares can be issued in one or more tranches, either against or without payment. The shares issued under the authorisation can be new shares or shares in Adapteo's possession.
The authorisation can be used for the financing or execution of acquisitions or other business arrangements, to strengthen the balance sheet and financial position of the Company, for implementing the Company's share-based incentive plans, or for other purposes determined by the Board of Directors.
Under the authorisation, the Board of Directors may resolve upon issuing new shares, without consideration, to Adapteo itself. However, Adapteo, together with its subsidiaries, may not at any time own more than 10 percent of all shares in Adapteo.
The Board of Directors is authorised to resolve on all terms for share issues and granting of special rights entitling to Adapteo shares. The Board of Directors is authorised to resolve on a directed share issue and issuance of special rights entitling to shares in deviation from the shareholders' pre-emptive right, provided that there is a weighty financial reason for Adapteo to do so.
The authorisation is valid until the end of the next Annual General Meeting, however, no longer than until
- Authorisation of the Board of Directors to resolve on the acquisition of Adapteo's own shares and on acceptance as pledge of Adapteo's own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve on the acquisition of Adapteo's own shares and on the acceptance as pledge of Adapteo's own shares as follows:
The total number of own shares to be acquired or accepted as pledge shall not exceed 100,000 shares in total. Adapteo together with its subsidiaries may not at any moment own and/or hold as pledge more than 10 percent of all the shares in Adapteo. Only the unrestricted equity of Adapteo can be used to acquire own shares on the basis of the authorisation.
Own shares can be acquired, in one or several instalments, at a price formed in public trading on the regulated market on which Adapteo's shares are traded on the date of the acquisition or otherwise at a price formed on the market.
The Board of Directors of Adapteo decides how own shares will be acquired and accepted as pledge. Own shares can be acquired using derivatives, among other things. Own shares can be acquired otherwise than in proportion to the shareholdings of the shareholders (directed acquisition).
Own shares can be acquired and accepted as pledge to, among other things, limit the dilutive effects of share issues carried out in connection with possible acquisitions, to develop Adapteo's capital structure, to be transferred in connection with possible acquisitions, to be used in incentive arrangements or to be cancelled, provided that the acquisition is in the interest of Adapteo and its shareholders.
The authorisation is valid until the end of the next Annual General Meeting, however no longer than until
- Closing of the meeting
B Documents of the Annual General Meeting
The aforesaid proposals of the Board of Directors and the Nomination Committee relating to the agenda of the Annual General Meeting and this notice are available on the Company's website at www.adapteogroup.com. The Annual Report of Adapteo, including the Financial Statements, the Report of the Board of Directors, the Auditor's Report as well as the remuneration report for governing bodies will be available on the above-mentioned website as from
Copies of the proposals of the Board of Directors, the Nomination Committee as well as the other documents mentioned above and this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the abovementioned website as from
C Instructions for the participants in the Annual General Meeting
In order to prevent the spread of the COVID-19 pandemic, the meeting will be organised so that the shareholders are not allowed to be present at the meeting venue. Shareholders cannot participate in the meeting through real-time telecommunications or technical means either. Shareholders can participate in the meeting and use their shareholder rights only by voting in advance in accordance with the instructions below.
1. Shareholders registered in the shareholders' register
Each shareholder being registered on
2. Registration for the meeting and advance voting
Registration for the meeting and advance voting shall begin on
In connection with registering for the meeting, certain personal details requested must be provided, such as the name, personal identification number or business ID, address and telephone number of the shareholder. Personal information given by the shareholders to
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 from
- on the Company's website at https://www.adapteogroup.com/corporate-governance/annual-general-meeting/agm-2021
The book-entry account number of the shareholder is needed for voting in advance electronically. Other instructions relating to the advance voting may be found on the Company's website.
- by mail or email
A shareholder may send the advance voting form available on the Company's website or corresponding information to
If the shareholder participates in the meeting by sending the votes in advance to
Instructions relating to the voting may also be found on the Company's website at https://www.adapteogroup.com/corporate-governance/annual-general-meeting/agm-2021/.
3. 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 he/she would on the record date of the Annual General Meeting, i.e. on
A holder of nominee-registered shares is advised to request, without delay, the necessary instructions regarding the registration in the shareholders' register of the Company and registration for the Annual General Meeting from his/her custodian bank. The account management organisation of the custodian bank shall register a holder of nominee registered shares into the temporary shareholders' register of the Company at the latest by the time stated above, and to see to the advance voting on behalf of the holder of nominee registered shares.
This temporary registration is considered a notice of attendance at the Annual General Meeting. Also shareholders, whose shares are nominee-registered, may only participate in the meeting and exercise their rights as shareholders through voting in advance. The account management organisation of the custodian bank must see to the voting in advance on behalf of a shareholder within the registration period applicable to nominee-registered shares. A notice of attendance regarding the meeting without the delivery of votes in advance will not be considered participation in the Annual General Meeting.
4. Shares registered in
A shareholder with shares registered in
Shareholders, whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in the shareholders' register of
Shareholders, whose shares are registered in the shareholders' register maintained by
Shareholders with a Swedish book-entry account can register and vote in advance on certain matters on the agenda during the period
- shareholders who are natural persons, on the Company's website at https://www.adapteogroup.com/corporate-governance/annual-general-meeting/agm-2021/
The electronic voting in advance requires secured strong electronic authentication and the shareholder may register and vote by logging in with his/her Swedish online banking codes or a mobile certificate.
Shareholders who are legal persons shall proceed as set out in b) below and deliver the advance voting form to
- by regular mail or e-mail
A shareholder may deliver an advance voting form available on the Company's website (adapteogroup.com/corporate-governance/annual-general-meeting/agm-2021/) to
A representative of the shareholder must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the AGM.
If a shareholder participates in the AGM by delivering votes in advance to
Instructions relating to the voting may also be found on the Company's website at https://www.adapteogroup.com/corporate-governance/annual-general-meeting/agm-2021/.
5. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Annual General Meeting through a proxy representative. A proxy representative shall also vote in advance in the manner described in this notice.
A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting 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 Annual General Meeting.
Delivering of a proxy document and votes in advance to
6. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the items on the agenda of the Annual General Meeting, to be placed for a vote. Such counterproposals are required to be sent to the Company by email to investor.relations@adapteo.com no later than by
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the meeting until
On the date of this notice to the Annual General Meeting, dated
In Vantaa on
The Board of Directors
For additional information, please contact
Adapteo in brief
Adapteo is a leading flexible real estate provider in
Adapteo is listed on Nasdaq Stockholm and operates in
www.adapteogroup.com
https://news.cision.com/adapteo-group/r/notice-to-the-annual-general-meeting-of-adapteo-plc,c3309041
https://mb.cision.com/Main/18348/3309041/1389977.pdf
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