ENENTO GROUP OYJ Enento Group Plc’s Notice to the Annual General Meeting
Notice is given to the shareholders of
The Company’s Board of Directors has resolved on exceptional meeting procedures based on the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020), which entered into force on
The Chairperson of the Board of Directors, the members of the Board of Directors, the CEO, other management of the Company and the Auditor will not attend the Annual General Meeting and no webcast will be provided. A pre-recorded presentation by Company’s CEO,
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law Outi Raitasuo shall act as the Chairman of the meeting. If due to weighty reasons Outi Raitasuo is not able to act as Chairman, the Board of Directors shall appoint another person it deems best suitable to act as Chairman.
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
The Company’s Legal Counsel
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 in accordance with the instructions set out in this notice and who have the right to attend the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the Annual General Meeting. The list of votes will be adopted according to the information provided by
6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2020
As shareholders can only participate in the Annual General Meeting by voting in advance, the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report, published by the Company on
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds
The Board of Directors proposes that the profit for the financial year ended
As the Board of Directors has proposed a distribution of an equity repayment to the Annual General Meeting, which is not dividend in accordance with company law, it is noted that according to the provisions set out in the temporary legislation a dividend less than the minimum amount of minority dividend has been proposed to the Annual General Meeting. Shareholders have the right to demand minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act. The minority dividend must be distributed, if a demand to this effect is made by shareholders who have at least one tenth of all shares. The amount of minority dividend is
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2020
10. Presentation of the Remuneration Report for Governing Bodies
As shareholders can only participate in the Annual General Meeting by voting in advance, the Company’s remuneration report for governing bodies for the financial year 2020, which has been published by way of a stock exchange release and has also been made available on the Company’s website at https://enento.com/general-meetings/ will be deemed to have been presented to the Annual General Meeting. The resolution by the Annual General Meeting on the approval of the remuneration report is advisory.
The remuneration report is available on the Company’s website at https://enento.com/general-meetings/.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration payable to the Chairperson of the Board of Directors be
The Shareholders’ Nomination Board also proposes that the chairpersons of the committees of the Board of Directors will be paid an attendance fee of
The Nomination Board proposes that the reasonable travelling expenses for the attendance to the meetings will be paid to members.
The Nomination Board proposes that the aforementioned proposed remuneration will become effective immediately after the Annual General Meeting of the Company.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes the number of members of the Board of Directors be resolved to be six (6).
13. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that Petri Carpén,
The presentations of the proposed persons are available on the Company’s website at https://enento.com/general-meetings/.
The Shareholders’ Nomination Board has evaluated the proposed persons’ independence of the Company and of the major shareholders and it has been determined that the proposal has been made in accordance with the Finnish Corporate Governance Code 2020.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes that the remuneration of the auditor be paid according to the reasonable invoice approved by the Board of Directors’ Audit Committee.
15. Election of the auditor
The Board of Directors proposes that
16. Resolution on the approval of the amended Charter of the Shareholders’ Nomination Board
The Shareholders’ Nomination Board proposes to the Annual General Meeting to resolve on the approval of the amended Charter of the Shareholders’ Nomination Board. The Shareholders’ Nomination Board proposes that the Charter of the Shareholders’ Nomination Board section 2 be amended to be as follows:
Composition and Election of the Nomination Board
“The Nomination Board consists of four members, three of which represent the Company’s three largest shareholders who, on 30 September preceding the next Annual General Meeting, hold the largest number of votes calculated of all shares in the Company. The Chairperson of the Board of Directors shall, as expert member, be the other member of the Nomination Board.”
The amended Charter is attached to this notice, and it is available on the Company’s website at https://enento.com/general-meetings/.
17. Authorising the Board of Directors to resolve on the issuance of shares
The Board of Directors proposes that the Board of Directors be authorised to resolve on one or more issuances of shares, including the right to issue new shares in the Company or to transfer the Company’s treasury shares. The authorisation would cover up to a total of 1,500,000 shares, corresponding to approximately 6.2 per cent of the Company’s registered total number of shares at the time of the proposal.
The Board of Directors would also be authorised to resolve on the issuance of shares in deviation from the shareholders' pre-emptive rights (directed issue) if there would be a weighty financial reason for such issuance. The authorisation could be used for material arrangements from the Company’s point of view, such as financing or carrying out business arrangements or investments or for other such purposes determined by the Board of Directors.
The Board of Directors would be authorised to resolve on all other terms and conditions of the issuance of shares, including the payment period, grounds for the determination of the subscription price and subscription price or issuance of shares without consideration or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until
18. Authorising the Board of Directors to resolve on the repurchase of the Company’s own shares
The Board of Directors proposes that the Board of Directors be authorised to decide, in one or several instalments, on the repurchase of maximum of 1,500,000 of the Company’s own shares. The proposed maximum number of shares corresponds to approximately 6.2 per cent of the Company’s registered total number of shares at the time of the proposal.
The shares would be repurchased using the Company’s invested unrestricted shareholders’ equity, and thus, the repurchases will reduce funds available for distribution. The shares could be repurchased for developing the Company’s capital structure, for financing or carrying out potential corporate acquisitions or other business arrangements, to be used as a part of the Company’s remuneration or incentive plan or to be otherwise transferred further, retained by the Company as treasury shares, or cancelled, for example.
In accordance with the resolution of the Board of Directors, the shares could also be repurchased otherwise than in proposition to the existing shareholdings of the Company as directed repurchases at the market price of the shares quoted on the trading venues where the Company’s shares are traded or at the price otherwise established on the market at the time of the repurchase.
The Board of Directors shall resolve on all other matters related to the repurchase of the Company’s own shares, including on how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until
19. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned resolution proposals relating to the agenda of the Annual General Meeting as well as this notice are available on Enento Group Plc’s website at https://enento.com/general-meetings/. The Financial Statements, the Consolidated Financial Statement, the Report of the Board of Directors, the Auditor’s Report and the remuneration report for governing bodies for the financial year 2020 of
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be organized without the shareholders’ and their proxy representatives’ presence at the Annual General Meeting venue. Participation over real-time telecommunications or a recording of the Annual General Meeting will not be available. Shareholders can participate in the meeting and use their shareholder rights only by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below.
1. The right to participate
Each shareholder, who is on the record date for the Annual General Meeting on
A shareholder may only participate in the meeting by voting in advance or by way of proxy representation and by submitting counterproposals and asking questions in advance in accordance with the below instructions.
2. Registration and voting in advance
The registration for the Annual General Meeting and advance voting will begin on
A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the Annual General Meeting from
a) Through the Company’s website at https://enento.com/general-meetings/.
For natural persons, the electronic advance voting requires a secured strong electronic authentication and the shareholder may register and vote by logging in with their Finnish online banking codes or a mobile certificate. For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. The terms and other instructions concerning the electronic voting are available on the Company’s website https://enento.com/general-meetings/.
b) Through email or mail
Shareholders may submit the advanced voting form available on the Company’s website or corresponding information to
If a shareholder participates in the Annual General Meeting by way of advance voting, voting in advance is considered as registration for the Annual General Meeting if all required information is given. Instructions for voting will be available on the Company’s website at https://enento.com/general-meetings/ at the latest when the advance voting period begins. If needed, additional information is also available through email at ir@enento.com.
Requested information shall be given by the shareholder or the proxy representative in connection with the registration. The personal data given to
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Also, the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above. Shareholders, who do not vote in advance, are requested, due to the Covid-19 pandemic, to exercise shareholders' rights through a centralized proxy representative designated by the Company by authorizing attorney-at-law
Shareholders may also participate in the Annual General Meeting and exercise their rights at the meeting by way of another proxy representative. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
Proxy and voting instruction templates will be available on the Company’s website at https://enento.com/general-meetings/ as from
If a shareholder delivers a proxy to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the Annual General Meeting, provided that all required information is included in the proxy documents. In addition, proxy representatives must also vote in advance in the manner described in this notice.
Further information will also be available on the Company’s website at https://enento.com/general-meetings/.
4. Holder 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 the shareholder on the record date of the Annual General Meeting on
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee-registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders’ register of the Company by the time stated above at the latest. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee-registered shares within the registration period for nominee-registered shares.
Further information will also be available on the Company’s website at https://enento.com/general-meetings/.
5. Other instructions and information
Shareholders who hold at least one hundredth (1/100) of all shares in the Company are entitled to make counterproposals subject for voting to the agenda points of the Annual General Meeting. Such counterproposals shall be delivered to the Company by email to ir@enento.com no later than
In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting represent at least one hundredth (1/100) of all shares in the Company. If a counterproposal is not eligible for voting at the Annual General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish potential counterproposals eligible for voting on the Company’s website at https://enento.com/general-meetings/ on
A shareholder has the right to ask questions with respect to the matters to be considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions must be sent by email to ir@enento.com at the latest by
Such questions by shareholders, responses to such questions by the Company as well as other counterproposals than those eligible for voting will be available on the Company’s website at https://enento.com/general-meetings/ on
On the date of this notice to the Annual General Meeting
Board of Directors
For further information:
Tel. +358 10 270 7403
Distribution:
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Major media
enento.com/investors
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