ELISA STOCK EXCHANGE RELEASE
The Annual General Meeting of
The Board of Directors of the Company has decided on an exceptional meeting procedure based on the temporary legislation approved by the Finnish Parliament on
Shareholders and their proxy representatives can participate in the meeting and exercise their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with this notice and the Company's other instructions. It is not possible to participate in the General Meeting at the Meeting venue. Shareholders can follow the General Meeting on the Company's website at elisa.com/agm (http://www.elisa.com/agm). Shareholders following the General Meeting in this way are not considered to be participating in the General Meeting. Instructions for shareholders are presented in this notice under section C "Instructions for the participants in the General Meeting".
A. Matters on the agenda of the General Meeting
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to scrutinize 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
Shareholders who have voted in advance within the advance voting period and have the right to attend the General Meeting under Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be deemed to have participated at the General Meeting. The list of votes will be adopted based on information provided by
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2020
Presentation of the CEO's review.
The Company's Annual Report, which includes the Company's Financial Statements and the Report of the Board of Directors, as well as the Auditor's Report is to be available on the Company's website no later than three weeks prior to the General Meeting, is here deemed to have been presented to the General Meeting.
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that the profit for the financial period 2020 be added to the accrued earnings and that a dividend of
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Remuneration Report
The Board of Directors proposes that the Remuneration Report of the Company's governing bodies for 2020 be approved. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The Remuneration Report is available on the Company's website at elisa.com/agm (http://www.elisa.com/agm).
11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for reimbursement of expenses
The Shareholders' Nomination Board proposes that the amount of annual remuneration for the members of the Board of Directors and remuneration for meeting participation be changed. The proposal does not include share transfer restrictions; however the Shareholders' Nomination Board does require that members of the Board hold shares in the company. The Shareholders' Nomination Board proposes to the Annual General Meeting as follows:
The Chair is paid an annual remuneration of
According to the proposal, the annual remuneration will be paid partly in Company shares and partly in cash so that 40% of the remuneration is used to acquire Company shares in the name of and on behalf of the Board members, and the remainder will be paid in cash in order to cover withholding tax on the annual remuneration. The shares will be acquired for the Board members from the stock exchange on the third trading day following the publication of the first quarter interim report of 2021.
The Company shall be responsible for the costs accruing from the acquisition of the shares.
In the event that the acquisition of shares cannot be carried out due to reasons attributable to the Company or Board member, the entire remuneration shall be paid in cash.
Actual travel and other expenses arising from the Board work will be reimbursed.
12. 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 would be eight (seven members in 2020).
13. Election of members of the Board of Directors
The Shareholders' Nomination Board proposes to the General Meeting that Ms Clarisse Berggårdh, Mr
The Shareholders' Nomination Board further proposes that Mr
The Shareholders' Nomination Board proposes to the General Meeting that Mr
All the proposed Board Members are considered to be independent of the company and of its significant shareholders.
The term of the members of the Board of Directors ends at the close of the Annual General Meeting in 2022.
Further information on the proposed nominees to the Board of Directors can be found on the Company's website at elisa.com/agm (http://www.elisa.com/agm).
14. Resolution on the remuneration of the Auditor and on the grounds for reimbursement of travel expenses
The Board of Directors proposes, on the recommendation of the Board's Audit Committee, to the General Meeting, that the Auditor be remunerated and travel expenses be reimbursed as per the Auditor's invoice approved by the Company.
15. Election of Auditor
The Board of Directors proposes, on the recommendation of the Board's Audit Committee, to the General Meeting that
16. Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes that the General Meeting authorize the Board of Directors to decide on the repurchase or acceptance, as a pledge, a maximum number of 5,000,000 Elisa shares using funds in the unrestricted equity of the Company. The repurchase may be carried out in one or several instalments. The price paid for the shares repurchased under the authorization shall, at the maximum, be the highest price of Elisa shares in trading on the regulated market at the time of purchase. In repurchasing of the Elisa shares derivative, share lending and other arrangement customary in the capital market may be concluded pursuant to the law and other regulations. The authorization entitles the Board of Directors to repurchase the shares otherwise than in proportion to the shareholdings of the shareholders (directed acquisition).
The shares may be repurchased in order to carry out acquisitions or other arrangements related to the Company's business, to improve the Company's capital structure, to be used as part of the Company's incentive compensation plan, to be transferred for other purposes, or to be cancelled.
It is proposed that the authorization include a right for the Board of Directors to decide on all other matters related to the purchase of shares. The authorization is proposed to be valid for 18 months from the date of the resolution of the General Meeting. The authorization is proposed to revoke the repurchase authorization granted to the Board of Directors by the Annual General Meeting on
17. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Board of Directors proposes that the General Meeting authorize the Board of Directors to decide on the share issue, right of assignment of treasury shares and/or granting of special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act.
The proposed authorization entitles the Board of Directors to make one or several resolutions on share issue provided that the Board of Directors issues shares up to a maximum number of 15,000,000. The share issue and shares granted by virtue of special rights are included in the aforementioned maximum number. At present, the proposed maximum number of such shares is approximately 9% of all of the shares in the Company.
The share issue may either be made against payment or without payment and can also be directed to the Company itself. The authorization entitles the Board of Directors to issue the shares otherwise than in proportion to the shareholdings of the shareholders (directed share issue). The shares may be issued under the proposed authorization in order to carry out acquisitions or other arrangements related to the Company's business, to finance investments, to improve the Company's capital structure, or to be used for other purposes decided on by the Board of Directors.
It is proposed that the authorization include a right for the Board of Directors to decide on all other matters related to the issuance of shares. The authorization is proposed to be valid for 18 months from the date of the resolution of the General Meeting. The authorization is proposed to revoke the authorization to decide on the issuance of shares and special rights entitling to shares granted to the Board of Directors by the Annual General Meeting on
18. Closing of the Meeting
B. Documents of the Annual General Meeting
This notice including all proposals of the Board of Directors and the Shareholders' Nomination Board relating to the agenda of the General Meeting and the Remuneration Report are available on the Company's website at elisa.com/agm (http://www.elisa.com/agm). The Annual Report of the Company including the Company's Financial Statements, the Report of the Board of Directors and the Auditor's Report is available on the above-mentioned website as of Thursday,
C. Instructions for the participants in the General Meeting
In order to limit the spread of Covid-19, the Annual General Meeting will be arranged in such a way that neither shareholders nor their proxy representatives may attend at the Meeting venue. Shareholders and their proxy representatives can participate in the General Meeting and exercise their rights only by voting in advance and by making counterproposals and presenting questions in advance considering the limitations set out in the Temporary Act.
Neither may a shareholder or a proxy representative participate in the General Meeting by means of real-time telecommunications, although shareholders may follow the General Meeting on the Company's website at elisa.com/agm (http://www.elisa.com/agm). Shareholders following the General Meeting in this way are not considered to be participating in the General Meeting.
1. Right to participate of a shareholder registered in the shareholders' register
Each shareholder, who is registered on
2. Notice of participation of a shareholder registered in the shareholders' register and voting in advance
Registration for the meeting and advance voting will begin on
Shareholders with a Finnish book-entry account can register and vote in advance during the period
a) On the Company's website elisa.com/agm (http://www.elisa.com/agm)
Registering and voting in advance requires strong electronic identification (bank codes or the Mobile ID) for natural persons and business ID and the shareholder's book-entry account number for legal persons.
b) By regular mail or e-mail
A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form available on the Company's website elisa.com/agm (http://www.elisa.com/agm) to
If a shareholder participates in the General Meeting by delivering votes in advance by regular mail or e-mail to
A shareholder must, in connection with the registration, submit the requested information, such as the shareholder's identification and contact details. Personal data disclosed in connection with the shareholders' registration will be used only in connection with the General Meeting and the thereto related necessary handling of registrations.
Instructions regarding the voting are available to all shareholders on the Company's website elisa.com/agm (http://www.elisa.com/agm). Additional information during the registration period is also available by telephone at +358 20 770 6909 on weekdays from
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights thereat by way of proxy representation.
A proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. If a shareholder participates in the 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 General Meeting.
A template for a proxy document and voting instructions are available at the Company's website elisa.com/agm (http://www.elisa.com/agm) as of
A shareholder, who will not vote in advance himself/herself, may, without any cost to the shareholder use the Company's proxy authorization service and authorize
Further information on the designated proxy representative is available on the website https://www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen/ and his contact details are:
ostal address:
e-mail: veli.siitonen@merilampi.com
A shareholder may participate in the General Meeting and exercise his/her rights thereat also by appointing another proxy representative of his/her choice. A proxy representative appointed by a shareholder must also vote in advance by regular mail or e-mail in the herein described manner (a proxy representative cannot vote in the electronic advance voting system). A proxy representative must deliver a proxy document given to him/her including an advance voting form or corresponding information by regular mail to
4. 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 would be entitled to be registered in the shareholders' register of the Company held by
A holder of nominee registered shares is advised to request, without delay, the necessary instructions regarding the temporary registration in the shareholder's register of the Company, the issuing of proxy documents and the registration for the General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares temporarily in the shareholders' register of the Company at the latest by the time stated above and arrange voting on behalf of a holder of nominee registered shares.
5. Making counterproposals to the proposed resolutions and presenting questions in advance
Shareholders holding at least one hundredth of all shares in the Company within the meaning of the Temporary Act have the right to make a counterproposal to the proposed resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to elisa.yhtiokokous@elisa.fi by no later than
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder may present questions with respect to the matters to be considered at the General Meeting until
6. Other instructions/information
On the date of this notice to the Annual General Meeting,
Changes in shareholdings occurring after the record date of the General Meeting do not have an effect on the right to attend the General Meeting or on the number of votes held by a shareholder.
The Board of Directors
IR Director
tel. +358 50 520 5555
Distribution:
Nasdaq
Principal media
elisa.com
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