CONSTI OYJ
Notice to the Annual General Meeting of
The shareholders of
A. Matters on the agenda of the General Meeting
The following matters will be discussed at the General Meeting:
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 Financial Statements, Annual Report and the Auditor’s Report for the year 2023
Review by the CEO.
The Annual Report of the company, which includes the company’s financial statements, consolidated financial statements, the annual report and the auditor’s report, will be made available on the company’s website at https://investor.consti.fi/en no later than three weeks prior to the 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
The Board of Directors proposes that the dividend is paid in two instalments. The first instalment,
The second instalment,
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 therefore cannot 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
10. Handling of the Remuneration Report of Governing Bodies
The company’s Remuneration Report for 2023 is available on the company’s website at https://investor.consti.fi/en.
The Board of Directors proposes the approval of the Remuneration Report of 2023. According to the Finnish Limited Liability Companies Act, the resolution is advisory.
11. Advisory resolution on the Remuneration Policy for the Governing Bodies
The 2020 Annual General Meeting adopted the remuneration policy of the Governing Bodies. The remuneration policy must be presented to the General Meeting at least every four years or whenever it is materially amended.
The Board proposes that the Annual General Meeting approve the amended Remuneration Policy for Governing Bodies. The amended remuneration policy is available on the Company’s website at https://investor.consti.fi/en three weeks before the General Meeting at the latest. The resolution on approval is advisory under the Finnish Companies Act.
12. Resolution on the remuneration of the members of the Board of Directors
13. Resolution on the number of members of the Board of Directors
14. 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.
15. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the auditor is paid a remuneration against a reasonable invoice approved by the company.
16. Election of the auditor
The Board of Directors proposes to the General Meeting that the authorised public accounting firm
If
17. Authorising the Board of Directors to decide on the acquisition of the company's own shares
The Board of Directors proposes that the General Meeting 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 686,000 shares. The proposed number of shares corresponds to approximately nine (9) per cent of the aggregate number of shares in the company on the convocation date of the General Meeting. However, the company cannot, together with its subsidiaries, own or accept as a pledge altogether more than 10% of its own shares at any point in time.
The own shares can be acquired under the authorisation only with unrestricted equity.
The own shares can be acquired on the acquisition date at the 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. Inter alia derivatives can be used in the acquisition. The own shares can be acquired otherwise than in proportion to the share ownership of the shareholders (directed acquisition). The shares can be acquired through public trading on
The authorisation cancels any previous unused authorisations for the acquisition of own shares. The authorisation is valid until the following Annual General Meeting, however no longer than until
18. Authorising the Board of Directors to resolve on a share issue 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 terms that apply to the share issue and to 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 decide to either issue new shares or to transfer any treasury shares held by the company.
This authorisation revokes any previous unused authorisations to decide on a share issue and the issuance of options or other special rights entitling to shares. The proposed validity period of the authorisation is until the following Annual General Meeting, however not longer than until
19. 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 Remuneration Report and the Remuneration Policy of
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders recorded in the shareholders’ register
The shareholders who have been registered on the record date of the General Meeting, i.e.
2. Registration
The registration will commence on
When registering, shareholders must provide the requested information, such as the shareholder’s name, date of birth or business ID, contact details, the name of any assistant or proxy representative, if any, and the proxy representative’s date of birth. 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 thereto.
Shareholders with a Finnish book-entry account can register from
a) On Consti’s website https://investor.consti.fi/en. Registration requires strong electronic identification (bank code or mobile verification) of natural persons. A representative of a legal person must also identify themselves with their own personal bank code. The representative is then able to state which company or organisation they represent.
b) By mail or by email in a manner further specified below.
A shareholder registering by mail or by email must provide the registration form available on the company’s website at https://investor.consti.fi/en or corresponding information by mail to
The shareholders and their representatives or proxies must be able to prove their identity and/or right of representation at the meeting, if necessary.
Further information on registration and advance voting is available by telephone during the registration period for the AGM by calling
3. Proxy representatives 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 must identify themselves by strong identification in the registration service, after which the proxy representative can register on behalf of the shareholder. The proxy representative must produce a dated power of attorney or otherwise prove in a reliable manner that they are entitled to represent the shareholder at the General Meeting. Right of representation can be proved by utilising the Suomi.fi authorisation service in the electronic registration service.
In the event that a shareholder participates in the General Meeting by means of several proxy representatives that represent the shareholder based on shares held in different securities accounts, the shares represented by each proxy representative must be specified when registering for the General Meeting.
The proxy documents, if any, should be delivered primarily as an attachment in connection with electronic registration or alternatively by mail to
4. Holders of nominee-registered shares
The holders of nominee-registered shares are entitled to participate in the General Meeting by virtue of the shares based on which they would be entitled to be registered in the shareholders’ register maintained by
Participation also requires that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register held by
Holders of nominee-registered shares are advised to request in good time necessary instructions regarding temporary registration in the shareholders' register of the company, issuing of proxy documents and registration for the General Meeting from their custodian bank. The account management organisation 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.
5. Other instructions and information
Shareholders attending the General Meeting shall be entitled under Chapter 5, Section 25 of the Limited Liability Companies Act to request information with respect to the matters to be considered at the General Meeting.
On the convocation date
In
Board of Directors
Additional information:
Esa Korkeela, CEO,
Joni Sorsanen, CFO,
Distribution:
Major media
www.consti.fi
© STT Info Finland, source
