CONSTI OYJ NOTICE TO THE ANNUAL GENERAL MEETING OF CONSTI PLC
The shareholders of
The Board of Directors of the Company has resolved upon an exceptional general meeting procedure pursuant to a temporary act approved by the
The shareholders and their proxy representatives can participate in the meeting and exercise their rights only by voting in advance and by presenting their counterproposals and questions in advance in accordance with this invitation and other instructions given by the company. The instructions for shareholders can be found in Section C “Instructions for persons participating in the meeting” of this invitation. It is not possible to participate in the meeting in person at the meeting place, and no webcast will be provided from the meeting.
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
Attorney-at-law
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
Lawyer
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
The shareholders who have voted in advance within the time limit of early voting and who are, pursuant to Chapter 5, Sections 6 and 6 a of the Limited Liability Companies Act, entitled to participate in the meeting, are regarded as shareholders participating in the meeting. The register of votes is adopted based on the information provided by
6. Presentation of the Financial Statements, Annual Report and the Auditor’s Report for the year 2021
The Annual Report of the company, which includes the company’s financial statements, consolidated financial statements, the report of the Board of Directors and the auditor’s report, will be made available on the company’s website no later than three weeks prior to the General Meeting and is thus deemed to have been presented to the Annual General Meeting.
7. Adoption of the Financial Statements, including the adoption of the Consolidated Financial Statements
8. Use of the profit shown in the balance sheet and resolution on the payment of dividends
The Board of Directors proposes to the General Meeting that a dividend of
It is noted that the distribution of dividend proposed by the Board of Directors exceeds the amount of minority dividend as set out in Chapter 13, Section 7 of the Limited Liability Companies Act. The shareholders cannot therefore demand the minority dividend nor vote in favour of it.
9. Resolution on the discharge of the members of the Board of Directors and the managing director from liability for the financial year 1 January through 31 December 2021
10. Handling of the Remuneration Report of Governing Bodies
The Board of Directors proposes approval of the Remuneration Report of 2021. According to the Limited Liability Companies Act, the resolution is advisory.
Since it is possible to participate in the General Meeting only by means of voting in advance, the Remuneration Report of Governing Bodies for 2021, which shall be published on
11. Resolution on the remuneration of the members of the Board of Directors
12. Resolution on the number of members of the Board of Directors
13. Election of members of the Board of Directors
The above-mentioned persons have given their consent to the election. The personal details of the candidates for the members of the Board of Directors are introduced on the company’s website at the address https://investor.consti.fi/en.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the auditor is paid a remuneration according to a reasonable invoice approved by the company.
15. Election of auditor
The Board of Directors proposes to the General Meeting that Authorised Public Accounting firm
16. Authorising the Board of Directors to resolve on the acquisition 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 acquisition of the company’s own shares in one or more tranches as follows:
The number of own shares to be acquired may not exceed 621,000 shares. The proposed number of shares corresponds to approximately eight (8) per cent of the aggregate number of shares in the company on the convocation date of the General Meeting.
The own shares can be acquired under the authorisation only with unrestricted equity.
The own shares can be acquired on the acquisition date at a price formed in public trading or at a price otherwise formed on the market.
The Board of Directors resolves on how the own shares are acquired. In the acquisition, derivatives can, inter alia, be used. The own shares can be acquired otherwise than in proportion to the share ownership of the shareholders (directed acquisition). The shares can be acquired on the acquisition date at a price, which is formed in public trading, in the public trading organised by
The authorisation revokes previous unused authorisations on the acquisition of the company’s own shares. The authorisation is valid until the following Annual General Meeting, however no longer than until 30 June
2023.
17. 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 Limited Liability Companies Act, in one or more tranches, either against or without consideration. The Board of Directors may, under the authorisation, resolve on the issuance of new shares and/or transfer of own shares held by the company.
The number of shares to be issued or transferred under the authorisation, including shares acquired under special rights, may not exceed 780,000 shares. The proposed number of shares corresponds to approximately ten (10) per cent of the aggregate number of shares in the company on the convocation date of the General Meeting.
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 Board of Directors may resolve on issuing either new shares or shares possibly held by the company.
The authorisation revokes previous unused authorisations on the issuance of shares and the issuance of options and other special rights entitling to shares. The authorisation is proposed to be valid until the end of the following Annual General Meeting, however no longer than until
18. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above-mentioned proposals on the matters on the agenda of the General Meeting, this notice as well as the Renumeration Report of
C. INSTRUCTIONS FOR REGISTRATION FOR THE MEETING AND EARLY VOTING
In order to limit the spread of COVID-19 pandemic, the Annual General Meeting is held so that the shareholders or their proxy representatives cannot show up at the meeting place. The shareholders of the company and their proxy representatives can participate in the meeting and exercise their rights only by voting in advance and presenting, considering the limitations of the Temporary Act, counterproposals and questions in advance.
1. Shareholders registered in the shareholders’ register
The shareholders who have been registered on the record date of the General Meeting
2. Registration and voting in advance
The registration and early voting commence on
The required information, such as identifying and contact details of the shareholder, shall be given when registering. The personal details given by the shareholder when registering are only used in the context of the General Meeting and when handling the necessary registrations pertaining to the necessary registrations.
The shareholders with a Finnish book-entry account can register and vote in advance for certain matters on the agenda from 10 March at
a) On Consti’s website https://investor.consti.fi/en. Registration and early voting requires strong electronic e-identification (bank code or mobile verification) of natural persons. A representative of a legal person shall also identify himself or herself with one’s own personal bank code. The representative is then able to state which company or organisation they represent.
b) By regular mail or by email in a manner further specified below.
The shareholder voting in advance by regular mail or by email shall provide a registration form available on the company’s website at https://investor.consti.fi/en or corresponding information by regular mail to
If the shareholder participates in the General Meeting by providing the early votes by regular mail or by email to
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 shall vote in advance as well in a manner as set out in the notice. The proxy representative of the shareholder shall produce a dated power of attorney or otherwise prove in a reliable manner their right to represent the shareholder at the General Meeting. When shareholders participate in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares represented by each proxy representative shall be identified in connection with the registration for the General Meeting.
A model of proxy and voting instructions is available on the company’s website at https://investor.consti.fi/en by
The shareholder who does not vote in advance by themselves may use the proxy service provided by the company free of charge and authorise lawyer
The contact information of the proxy representative designated by the company:
mail address:
email: Constiagm@borenius.com
telephone: +358 20 713 3160
Shareholder may participate in the General Meeting and exercise their rights in the meeting also by way of another proxy representative selected by themselves. Also the proxy representative may participate the General Meeting only by voting in advance on behalf of the shareholder as described in this invitation. The proxy representative must identify her/himself by strong identification to the registration service and advance voting after which the proxy representative can register and vote on behalf of the shareholder. The proxy representative must produce a dated proxy or show in some other reliable way that he/she has authority to represent the shareholder. Proxy that is based on law can be proved by utilising Suomi.fi authorisation service in the electronic registration service.
The proxy representative shall provide the proxy they have received including the early voting form by regular mail to
4. Nominee-registered shareholder
The nominee-registered shareholder is entitled to participate in the General Meeting pursuant to shares based on which they would be entitled to be registered in the shareholders’ register maintained by
The participation requires also that the shareholder is, based on these shares, temporarily registered in the shareholders’ register maintained by
The owner of nominee-registered share 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 his/her custodian bank. The account management organization of the custodian bank has to register a nominee-registered shareholder wishing to participate in
the General Meeting to be temporarily registered in the shareholders’ register of the company no later than the time stated above and to arrange voting in advance on behalf of the holder of nominee registered shares.
5. Making of counterproposals to resolution proposals and sending questions in advance
The shareholders who have at no less than one hundredth of the aggregate shares in the company, as set out in the Temporary Act, are entitled to make a counterproposal to be taken to the voting on the resolution proposals on the matters on the agenda of the General Meeting. Such counterproposals shall be provided to the company by email addressed to ir@consti.fi by Wednesday
The shareholders making counterproposals shall present an account of their shareholding when providing the counterproposal.
The counterproposal is taken to be addressed by the General Meeting provided that the shareholder is entitled to participate in the General Meeting, the shareholder has registered for the General Meeting and the shareholder owns no less than one hundredth of the aggregate shares in the company on the record date of the General Meeting. If the counterproposal is not taken to be processed in the General Meeting, the votes casted in favour of the counterproposals are not considered. The company publishes the possible counterproposals to be voted upon at its website at https://investor.consti.fi/en on
The shareholder may present questions as set in Chapter 5, Section 25 of the Limited Liability Companies Act on the matters to be addressed by the General Meeting by Tuesday
6. Other instructions/information
On the convocation date
In
Board of Directors
ADDITIONAL INFORMATION
Esa Korkeela, CEO,
Joni Sorsanen, CFO,
Distribution:
Major media
www.consti.fi
© OMX, source
