Hoivatilat Plc

Stock Exchange Release 13 January 2020 at 4:30 p.m. EET

Hoivatilat Plc: NOTICE TO CONVENE HOIVATILAT PLC'S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE TO CONVENE HOIVATILAT PLC'S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Shareholders of Hoivatilat Plc are invited to attend the Extraordinary General Meeting of the company on Tuesday 4 February 2020 commencing at 10:00 a.m. (EET) at the Hotel Haven auditorium in the address Unioninkatu 17, 00130 Helsinki. The reception of participants will commence at 9:30 a.m.
A Matters on the agenda of the General Meeting of Shareholders
At the General Meeting of Shareholders, the following matters will be considered:
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 Resolution on the remuneration of the members of the Board of Directors
The company's shareholder Aureit Holding Oy, a wholly owned subsidiary of Aedifica SA/NV, representing approximately 95.9% of all votes conferred by the company’s shares, proposes to the Extraordinary General Meeting that board members would be remunerated in accordance with Hoivatilat Plc's current practice, apart from the vice chairman who would be paid a monthly remuneration of EUR 3,333 and the Aedifica representatives who would waive their right to remuneration. The meeting compensation payable to board members other than the Aedifica representatives for meetings of the Board of Directors and its committees would continue in accordance with current practice. In addition, all board members (including the Aedifica representatives) would be compensated for travel and other expenses directly related to their Hoivatilat board work in accordance with current practice.
7 Resolution on changing the composition of the Board of Directors
Aureit Holding Oy proposes to the Extraordinary General Meeting that the following persons are elected as members of the Board of Directors for a term continuing until the end of the next Annual General Meeting: Stefaan Gielens (chairman), Pertti Huuskonen (vice chairman), Ingrid Daerden, Laurence Gacoin, Reijo Tauriainen and Kari Nenonen. It is proposed that the term of office of the other current members of the Board of Directors ends upon the election of the above new board members.
The proposed new candidates are presented on the company’s website and in the appendix to this notice. The current board members are presented on the company’s website.
8 Disbandment of the Shareholders’ Nomination Board
The Annual General Meeting of the company resolved on the establishment of the Shareholders’ Nomination Board on 18 February 2016. The Shareholders’ Nomination Board prepares proposals concerning the election and remuneration of the members of the Board of Directors to the General Meetings. The Shareholders’ Nomination Board has been established until further notice.
Aureit Holding Oy proposes to the Extraordinary General Meeting that the Extraordinary General Meeting resolves to disband the Shareholders’ Nomination Board.
9 Closing of the meeting
B Documents of the General Meeting of Shareholders
Above mentioned proposals for the decisions on the matters on the agenda of the Extraordinary General Meeting and this notice are available on Hoivatilat Plc's website at www.hoivatilat.fi. The proposals for the decisions on the matters on the agenda of the General Meeting are also available at the General Meeting. The minutes of the General Meeting will be available on the abovementioned website as from 18 February 2020 at the latest.
C Instructions for the participants in the General Meeting of Shareholders
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 23 January 2020 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the General Meeting of Shareholders. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.
A shareholder, who is registered in the shareholders’ register of the company and who wishes to participate in the General Meeting of Shareholders, shall register for the meeting by giving a prior notice of participation, which has to be received by the company no later than 30 January 2020 at 10:00 a.m. Such notice can be given:

  1. by e-mail to the address: riikka.sakkinen@hoivatilat.fi;
  2. by telephone to 040 867 7475 (Mon - Fri 9 a.m. - 3 p.m.); or
  3. by regular mail to Hoivatilat Plc, "General Meeting" Lentokatu 2, 90460 Oulu, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative. The personal data given to Hoivatilat Plc is used only in connection with the Extraordinary General Meeting of Shareholders and with the processing of related registrations. The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.
2. Holders 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 23 January 2020, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd at the latest by 30 January 2020 by 10:00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting. Changes in shareholdings occurred after the record date will not affect the right to participate to the General Meeting or the number of votes of such shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting of Shareholders from his/her custodian bank. The account management organisation of the custodian bank has to 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.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting of Shareholders and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting of Shareholders.
When a shareholder participates in the General Meeting of Shareholders 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 of Shareholders.
Possible proxy documents should be delivered to Hoivatilat Plc, "General Meeting", Lentokatu 2, 90460 Oulu, Finland before the last date for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the Meeting.
On the date of this notice to the General Meeting of Shareholders the total number of shares and votes in Hoivatilat Plc is 25,502,629.
Oulu, 13 January 2020

HOIVATILAT PLC
Board of Directors

Hoivatilat Plc

Further information:

Jussi Karjula
CEO
tel. +358 40 773 4054

Hoivatilat in brief:

Hoivatilat Plc specialises in producing, developing, owning and leasing out nursing homes, day care centres, schools and service communities. Founded in 2008, the company has been working in cooperation with as many as 60 Finnish municipalities and has launched 200 property projects throughout Finland and in Sweden. www.hoivatilat.fi

Attachment

  • Presentation of new board members

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