Notice to
The Board of Directors of the Company has resolved upon an exceptional General Meeting procedure pursuant to a temporary act (Act No 375/2021 on temporary derogation from the Limited Liability Companies Act, hereinafter the "Temporary Act"). To limit the spread of COVID-19 pandemic, the General Meeting is held without the presence of the shareholders at the meeting place. This is necessary so that the General Meeting can be held in a predictable manner considering the health and safety of the shareholders, personnel of the Company and other stakeholders. The centralised proxy representative designated by the Company will represent the shareholders in the General Meeting in a manner specified in Section C "Instructions for persons participating in the meeting" below.
The shareholders can participate in the meeting and exercise their rights only by voting in advance by using the centralised proxy representative designated by the Company 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, but the shareholders can observe the meeting online. A link to the meeting will be separately provided by email to the shareholders registered for the General Meeting. The shareholders should note that the persons observing the meeting online are not considered participating on the General Meeting. The shareholders observing the meeting are not entitled to, inter alia, vote or present questions pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act during the meeting. The attendance list and the voting results are determined solely based on the early voting. The shareholders do not thus have an opportunity to exercise voting right when observing the meeting, the votes shall rather be cast in advance.
The Chairman of the Board of Directors and the Managing Director will participate in the General Meeting. The other management of the Company will not participate in the meeting.
A. ITEMS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
Attorney-at-law
- Election of persons to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- 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
- Presentation of the financial statements, annual report, and the auditor's report for 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 of 2021, will be published on
Since it is possible to participate in the General Meeting only by voting in advance, the financial statements of 2021, including the profit and loss statement, balance and cash flow statement along with their appendices as well as consolidated financial statements and the report of the Board of Directors, and the auditor's report, shall be deemed to have been presented to the General Meeting.
- Adoption of the financial statements, including the adoption of the Consolidated Financial Statements
- Use of the profit shown on the balance sheet and resolution on the payment of dividend
On
The Board of Directors proposes that profit is distributed as dividends in the amount of
The dividend shall be paid to shareholders who on the applicable record date for the dividend payment, which shall be
The Board of Directors states that the amount of the proposed dividend is higher than the amount of the minority dividend as set out in Chapter 13, Section 7 of the Limited Liability Companies Act.
- Resolution on the discharge from liability of the members of the Board of Directors and the CEO for the financial period
1 January 2021 through31 December 2021
- Review of Remuneration Report
The Board of Directors proposes that the Remuneration Report for the Company's governing bodies for 2021 be approved. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The remuneration report for governing bodies will be published no later than three weeks before the General Meeting. After having been published, the remuneration report will be available in Finnish on the Company's website at www.eabgroup.fi/sijoita-meihin/hallinnointi/palkitseminen.
Since it is possible to participate in the General Meeting only remotely, the remuneration report for governing bodies for 2021 shall be deemed to have been presented to the General Meeting.
- Resolution on the remuneration of the members of the board of directors
The Shareholders' Nomination Board proposes to the General Meeting that the members of the Board of Directors be paid remuneration as follows:
Board members independent of the Company are paid
The members of the Audit Committee are paid
No remuneration be paid to Board members or Chairman working for
Forty (40) % of yearly remuneration is settled with the Company's shares. Remaining amount of remuneration is settled with cash. Shares for remuneration are acquired from the
In case the acquisition of shares is not possible for example due the lack of liquidity of the shares at the time and by the mean mentioned above. The portion of the remuneration that cannot be paid in shares may be paid in cash.
The shares acquired for Board members are not to be sold before three years from purchase, or membership of the Board has ended, whichever is later.
- Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the General Meeting that the number of members of the Board of Directors remain unchanged at eight (8).
- Election of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the General Meeting that the current members of the Board of Directors members
The Shareholders' Nomination Board proposes to the General Meeting that
Among the proposed members,
Term of office for member of the Board of Directors will end to close of the Annual General meeting of 2023. Relevant information of above-mentioned candidates is displayed in Finnish on the company's website at www.eabgroup.fi/sijoita-meihin/hallinnointi/hallitus.
- Resolution on the remuneration of the Auditor
Based on the guidelines given from the Audit Committee the Board of Directors proposes to the General Meeting that compensation of performed work and travel expenses would be paid to the Company's Auditor based on an invoice approved by the company.
- Election of the Auditor
Based on the guidelines given from the Audit Committee the Board of Directors proposes to the General Meeting that the
- Authorisation of the Board of Directors to decide on the acquisition of the Company's own shares
The Board of Directors proposes that it will be authorised to decide on the acquisition or acceptance as pledge, of a maximum of 1,300,000 of the Company's shares (corresponding to 9.39% of the Company's shares and votes).
The shares would be acquired in public trading on the marketplace maintained by
There must be a weighty economic reason for the acquisition of shares, such as the use of shares or special rights to develop the Company's capital structure, as consideration in corporate acquisitions or other restructuring, to finance investments, as part of the Company's incentive plan or remuneration of board of directors. The acquisition or acceptance as pledge of Company's own shares will reduce the amount of the Company's reserves of unrestricted equity.
The Board of Directors may decide on other details related to the acquisition of the Company's own shares.
The authorisation is valid until
The authorisation will supersede the authorisation for acquisition of the Company's own shares issued on
- Amendment to the Remuneration Policy for Governing Bodies
The Board of Directors proposes to the Annual General Meeting that the remuneration policy approved at the Annual General Meeting on
The proposed amendments are in accordance with the new remuneration regulations applicable for the Company.
The amended remuneration policy will be published in Finnish on the Company's website www.eabgroup.fi/sijoita-meihin/hallinnointi/palkitseminen on
As the Annual General Meeting can be only attended through advance voting, it was considered that the remuneration policy for governing bodies has been presented to the Annual General Meeting.
- Closing of the meeting
B. GENERAL MEETING DOCUMENTS
This notice, which includes all proposals for the decisions on the matters on the agenda of the General Meeting, is available in Finnish on
The financial statement, annual report, auditor's report as well the remuneration report of
The minutes of the General Meeting will be available on the above-mentioned website on
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
To limit the spread of COVID-19 pandemic, the Annual General Meeting is held so that the shareholders cannot show up at the meeting place. The shareholders of the Company can participate in the meeting and exercise their rights only by voting in advance by using the centralised proxy representative and presenting, considering the limitations of the Temporary Act, counterproposals, and questions in advance.
- Shareholders registered in the shareholders' register
A shareholder, who is registered on
- Registration
The registration for the General Meeting commences on
The General Meeting can be registered for by the following means:
- On the Company's website at www.eabgroup.fi/sijoita-meihin/hallinnointi/yhtiokokous;
-
By telephone: +358 20 155 8610 on weekdays
9 a.m. EET through4 p.m. EET ; or -
By regular mail:
EAB Group Oyj , Yhtiökokous, Kluuvikatu 3, 00100 Helsinki.
The name, social security number or Business Identity Code, address, telephone number of the shareholder and the name shall be given when registering. The personal information given by the shareholders to
- Voting in advance
The voting period commences on
The shareholder may participate in the General Meeting and exercise their rights therein by a centralised proxy representative designated by the Company, who is
The contact information of the proxy representative designated by the Company:
- Mail address:
Borenius Attorneys Ltd. ,Päivi Kuitunen , Eteläesplanadi 2, 00130 Helsinki. - Email: EAB.AGM2022@borenius.com
- Telephone: +358 20 713 3130
The delivery of voting instructions prior to the end of time limit of registration and voting on
A model of proxy and voting instructions are available on the Company's website at www.eabgroup.fi/sijoita-meihin/hallinnointi/yhtiokokous by
- Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on
A holder of nominee registered shares 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 General Meeting from his/her custodian bank. The account management organisation of the custodian bank must register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.
- Making of counterproposals to resolution proposals and sending questions in advance
The shareholders who have 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 AGM@eabgroup.fi by Tuesday
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 www.eabgroup.fi/sijoita-meihin/hallinnointi/yhtiokokous 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 Thursday
- Other instructions and information
On the convocation date
Board of Directors
Further information:
+358 50 569 3416
daniel.pasternack@eabgroup.fi
+358 40 544 2502
therese.cedercreutz@miltton.com
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