Notice is given to the shareholders of
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of person to scrutinize the minutes and persons 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 annual accounts, the report of the Board of Directors and the auditor's report for the year 2019
Review by the President and CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes that for the financial year 2019 a dividend of
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Consideration of the Remuneration Policy for governing bodies
11. Resolution on the remuneration of the members of the Board of Directors
12. Resolution on the number of members of the Board of Directors
13. Election of members of the Board of Directors
The proposed new member of the Board of Directors, Ms.
Of the other proposed members of the Board of Directors,
14. Amending of the Articles of Association
The Board of Directors proposes that the Articles of Association are amended by updating the article concerning the line of business of the company (2 §) and changing the articles concerning the auditing (7§ and 10§). By amending the Articles of Association in respect of auditing, the company prepares for the changes regarding the election of the auditor as further described in item 15 of this notice to general meeting. The Board of Directors' proposal for amending the Articles of Association with respect to articles 2§, 7§ and 10§ is presented in Annex 1 of this notice to general meeting.
15. Resolutions regarding auditing
Based on the above and on the recommendation of the Board's Audit Committee, the Board of Directors proposes the following resolutions 15. a)-15. e) to be made for the terms of 2020 and 2021 regarding the remuneration, number and election of auditors.
15. a) Resolution on the remuneration of the auditor for terms 2020-2021
The Board of Directors proposes on the recommendation of the Board's Audit Committee that for the terms 2020-2021, each respectively, the auditor or auditors to be elected are reimbursed as per their invoice.
15. b) Resolution on the number of auditors for term 2020
The Board of Directors proposes on the recommendation of the Board's Audit Committee that two auditors are elected for the term commencing on
15. c) Resolution on the number of auditors for term 2021
The Board of Directors proposes on the recommendation of the Board's Audit Committee that one auditor is elected for the term commencing from 2021 annual general meeting and ending at the conclusion of the following annual general meeting.
15. d) Election of auditor for term 2020
The Board of Directors proposes on the recommendation of the Board's Audit Committee that authorized public accountants
15. e) Election of auditor for term 2021
The Board of Directors proposes on the recommendation of the Board's Audit Committee that audit firm
Proposal regarding the election of auditor for the term of 2021 (no 15. e)) is conditional upon the Annual General Meeting resolving to amend 7§ of the Articles of Association as set out above in item 14 in the Board of Directors' proposal. The resolution comes into force after the Articles of Association have been registered.
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 authorizes the Board of Directors to decide on the repurchase of no more than 52,930,000 treasury shares with assets from the company's unrestricted equity, so that a maximum of 7,620,000 class A shares and a maximum of 45,310,000 class B shares may be repurchased. The consideration to be paid for the repurchased shares with respect to both class A and class B shares will be determined based on the trading price determined for class B shares on the Nasdaq Helsinki on the date of repurchase.
Class A shares will be repurchased in proportion to holdings of class A shareholders at a price equivalent to the average price paid for the company's class B shares on the Nasdaq Helsinki on the date of repurchase. Any shareholder wishing to offer his or her class A shares for repurchase by the company must state his or her intention to the company's Board of Directors in writing. The company may deviate from the obligation to repurchase shares in proportion to the shareholders' holdings if all the holders of class A shares give their consent. Class B shares will be purchased in public trading on the Nasdaq Helsinki at the market price as per the time of purchase.
The Board of Directors proposes that the authorization will be valid until the conclusion of the following annual general meeting, however, at the latest until
17. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows:
The number of shares to be issued based on this authorization shall not exceed 7,620,000 class A shares and 45,310,000 class B shares. The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The Board of Directors proposes that the authorization will be valid until the conclusion of the following annual general meeting, however, at the latest until
18. Closing of the meeting
B. Documents of the General Meeting
The draft resolutions of the Board of Directors and its committees relating to the agenda of the General Meeting, the Remuneration Policy, this notice and Company's annual accounts, the report of the Board of Directors and the Auditor's report are on view at
C. Instructions for the participants in the General Meeting
1. Right to participate and registration
Each shareholder, who is registered in the shareholders' register of the Company held by
A shareholder, who wants to participate in the General Meeting, shall register with the company for the meeting no later than on
· on
· by regular mail to:
· by telefax +358 20 475 4523
· by telephone +358 20 770 6873.
In connection with the registration, a shareholder shall provide his/her name, personal/business identification number, address, telephone number and the name of any assistant or proxy representative, as well as the personal identification number of a proxy representative. The personal information is used only in connection with the general meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his or 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 or her right to represent the shareholder at the General Meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares in 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. Any proxy documents should be delivered in originals to
3. 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 or she on the record date of the General Meeting, i.e.
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 organization of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the General Meeting, into the shareholders' register of the company no later than the time stated above.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Finnish 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 General Meeting.
On the date of this notice
The participants of the General Meeting are kindly notified that coffee will be served after the meeting.
In
THE BOARD OF DIRECTORS
ANNEXES
Annex 1 Amending of the Articles of Association
Annex 2 Remuneration Policy
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