Notice to the Annual General Meeting of
Notice is given to the shareholders of
For the purposes of expanding the opportunities for shareholders' participation, the opportunity has been reserved for the shareholders to exercise their rights by voting in advance. Instructions for advance voting are provided in section C of this notice "Instructions for participants in the General Meeting". Shareholders may submit questions, as referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, pertaining to matters to be discussed at the meeting, also prior to the meeting in writing. Instructions for submitting questions in writing are given in section C of this notice.
Shareholders, who are registered in the shareholder register of the company maintained by
The following of the company's largest shareholders
A. Matters on the Agenda of the Annual General Meeting
At
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the 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. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2023
- Presentation of the review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividends
The dividend shall be paid in three instalments. The first instalment of
The second instalment of
The third instalment of
At the time of the financial statements on
9. Resolution on the discharge of the members of the board of directors and the CEO from liability
10. Consideration of the Remuneration Report for governing bodies
The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Report for the governing bodies. The resolution of the Annual General Meeting to adopt the Remuneration Report is advisory.
11. Consideration of the Remuneration Policy of the governing bodies
The Remuneration Policy of the company's governing bodies was previously adopted in the 2020 Annual General Meeting and is available on the company's website at www.noho.fi/en. The remuneration policy must be presented to the Annual General Meeting at least every four years or every time a material change is made.
The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Policy for the governing bodies. The proposal for the new Remuneration Policy is attached to this notice and available on the company's website at www.noho.fi/en. The resolution of the Annual General Meeting on the Remuneration Policy is advisory.
12. Resolution on the remuneration of the members of the Board of Directors
As an exception to the aforementioned, it is proposed that a separate remuneration per meeting shall be paid to the persons elected to the committees as follows: to the chairperson
It is proposed that travel expenses be reimbursed in accordance with the company's travel rules.
13. Resolution on the number of members of the Board of Directors
14. Election of the Chairperson, deputy Chairperson and members of the Board of Directors
Mia Ahlström and Yrjö Närhinen have informed that they are not available for re-election. Yrjö Närhinen will take over the duties of the Chairperson of the Board of Directors of company's significant subsidiary
In addition, the
Introductions and evaluation of independence of all proposed Board member candidates is given on the company's website at www.noho.fi/en/investors. All the proposed individuals have given their consent to being elected.
Maarit Vannas, b. 1973, Finnish citizen, Master of Science (Econ.). Maarit Vannas has worked e.g., as the Vice President,
15. Resolution on the remuneration of the Auditor
The Board of Directors proposes that the Auditor be remunerated in accordance with the invoice approved by the company. For clarification it is noted that the elected auditor would also be paid remuneration for services rendered for sustainability reporting assurance services based on an invoice approved by the company.
16. Election of the auditor
The Board of Directors proposes that the audit firm
17. Authorising the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes that the Annual General Meeting withdraw previous unused authorisations to acquire the company's own shares and authorise the Board of Directors to decide upon the purchase of a maximum of 800,000 of the company's own shares in one or several tranches using the company's unrestricted equity under the following conditions:
The shares are to be acquired in public trading arranged by
The Board of Directors will decide upon other terms related to the repurchase of company shares.
The authorisation is proposed to remain in force until the end of the next Annual General Meeting, but for no more than 18 months from the Annual General Meeting's resolution on the authorisation.
18. Authorisation of the Board of Directors to decide on the issuance of shares and/or the issuance of option rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting withdraw previous share issue authorisations and authorise the Board of Directors to decide on the issuance of shares and/or the issuance of option rights or other special rights entitling to shares as follows:
The maximum number of shares to be issued pursuant to the authorisation in one or more tranches is 3,000,000, corresponding to approximately 14.3% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the Annual General Meeting.
The share issue and/or issue of option rights or other special rights can be carried out in deviation from the shareholders' pre-emptive subscription right (directed issue).
The authorisation can be used, for example, to implement mergers or acquisitions or financing arrangements, to develop the company's equity structure, to improve the liquidity of the company's shares, to implement the company's incentive schemes or for other purposes decided by the company's Board of Directors. Under the authorisation, a maximum of 281,828 shares may be issued for the implementation of the company's incentive schemes, which corresponds to approximately 1.3% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the Annual General Meeting.
Under the authorisation, the Board of Directors may issue either new shares or treasury shares. The Board of Directors would be authorised to decide on all other conditions of the issuance of shares and/or option rights or other special rights.
It is proposed that the authorisation be valid until the end of the next Annual General Meeting, but for no more than 18 months from the Annual General Meeting's resolution on the authorisation.
19. Closing of the Annual General Meeting
B. Documents of the Annual General Meeting
This notice, including all proposals of the Board of Directors and the
C. Instructions for the Participants in the Annual General Meeting
1. Shareholders registered in the shareholder register
Each shareholder, who on the record date of the Annual General Meeting,
Registration to the Annual General Meeting and advance voting commences on
a)
b) By email sending the registration and advance voting form available on the company's website at www.noho.fi/en/investors to agm@innovatics.fi.
c) By mail sending the registration and advance voting form available on the company's website at www.noho.fi/en/investors to the address
The requested information, such as the shareholder's name, date of birth or business ID and contact details as well as the name and personal identification number of any proxy representative or statutory representative they may have, must be provided in connection with the registration. The personal data disclosed in connection with the shareholders' registration will only be used in connection with the Annual General Meeting and the processing of related necessary registrations. Shareholders, their authorised representatives or proxy representatives must, where necessary, be able to prove at the Meeting place their identity and/or right to represent the shareholder.
Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of shares based on which they on the record date of the Annual General Meeting,
Holders of nominee registered shares are advised to contact their custodian bank without delay to request the necessary instructions for the registration in the temporary shareholder register of the company, the issuing of proxy documents and registration for the Annual General Meeting. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, into the temporary shareholder register at the latest by the time stated above. The account management organisation of the custodian bank representing the holders of nominee-registered shares are recommended to vote in advance in the manner described in this notice. The account management organisation of the custodian bank will arrange advance voting on behalf of the holder of nominee registered shares during the registration period applicable to holders of nominee registered shares.
3. Proxy representatives and proxy documents
Shareholders may participate in the Annual General Meeting and exercise their rights at the meeting also by way of proxy representation.
Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent. A proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorisations service, which is in use in the online registration service.
When a shareholder participates in the Annual 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 must be identified in connection with registration for the Annual General Meeting.
Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by email to agm@innovatics.fi or by mail to
4. Advance voting
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the time period from
a)
b) By email sending the registration and advance voting form available are on the company's website at www.noho.fi/en/investors to agm@innovatics.fi.
c) By mail sending the registration and advance voting form available are on the company's website at www.noho.fi/en/investorsto the address
The advance votes must be received by prior to the expiry of the advance voting period. Sending in a duly populated advance voting form as set out above will be deemed to constitute both registration and voting in advance provided that they contain the above-mentioned information required for the registration.
Unless shareholders voting in advance are present at the meeting in person or by way of proxy representation, they will not be able to use their rights under the Limited Liability Companies Act to request a vote.
The advance voting form will be available on the company's website as of the beginning of the advance voting at the latest.
5. Other information and instructions
The Annual General Meeting will be held in Finnish.
A shareholder has the right to ask questions referred to in chapter 5, section 25 of the Limited Liability Companies Act with respect to the matters to be considered at the Annual General Meeting. Such questions can also be sent by email to yhtiokokous@noho.fi no later than on
Shareholders have the opportunity to follow the Annual General Meeting also via an online stream. Shareholders are asked to take into account that merely following the meeting remotely is not considered as official participation in the Annual General Meeting and that it does not make possible for shareholders to ask questions or exercise their rights in the Annual General Meeting. The video link and password required to follow the meeting remotely will be sent by e-mail and text message to the e-mail address and mobile phone number provided at the time of registration. Following the meeting remotely is only possible for shareholders who are entered in the company's shareholder register on the record date of the Annual General Meeting. The Annual General Meeting's list of votes and voting results will be determined based on advance voting as well as the participants of the Annual General Meeting and votes given in the Annual General Meeting. Registration will be open until the start of the meeting. More information and instructions for following the live webcast are available on the company's website at www.noho.fi.
On the date of the notice convening the Annual General Meeting,
We wish our shareholders welcome to the Annual General Meeting.
Board of Directors
Additional information
Aku Vikström, CEO, aku.vikstrom@noho.fi (Executive assistant Niina Kilpeläinen, tel. +358 50 413 8158)
The Group companies include some 300 restaurants in
https://news.cision.com/noho-partners-oyj/r/notice-to-the-annual-general-meeting-of-noho-partners-plc,c3945207
https://mb.cision.com/Main/22256/3945207/2666523.pdf
(c) 2024 Cision. All rights reserved., source