Nordic Lights Group Corporation COMPANY RELEASE
Notice to the Extraordinary General Meeting of
Notice is given to the shareholders of
Shareholders may also exercise their voting rights by way of proxy representation. Instructions for the authorization of proxy representatives are presented in section C. “Instructions for the participants in the extraordinary general meeting” of this notice.
The Offer was commenced on
Pursuant to the Combination Agreement, as soon as the Offeror has publicly confirmed that it will complete the Offer, the Board of Directors of
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary General Meeting, the following matters will be considered:
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
6. Resolution on the remuneration of the members of the Board of Directors
The Annual General Meeting of the Company held on
- Chair of the Board of Directors:
EUR 4,000 ; -
Other members of the Board of Directors:
EUR 2,000 each; and - Reasonable travel costs are reimbursed according to an invoice.
It is proposed to the Extraordinary General Meeting that the monthly remuneration to the members of the Board of Directors elected by the Annual General Meeting of the Company held on
It is further proposed that no remuneration is paid to the members of the Board of Directors to be elected for the term of office commencing at the closing of the Extraordinary General Meeting and ending at the closing of the next Annual General Meeting.
7. Resolution on the number of members of the Board of Directors
It is proposed to the Extraordinary General Meeting that the number of members of the Board of Directors would be confirmed as four (4).
8. Election of the members of the Board of Directors
It is proposed to the Extraordinary General Meeting that
All persons mentioned above have given their consent to the position. The biographical details of the members of the Board of Directors proposed for election can be found on Nordic Lights’ website at investors.nordiclights.com/gm.
9. Closing of the Meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
This notice, including all of the proposals for decisions on the agenda of the Extraordinary General Meeting, is available on the Company’s website at investors.nordiclights.com/gm. The above-mentioned proposals will also be available at the Extraordinary General Meeting. The minutes of the meeting will be available on the above-mentioned website as from Monday
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. Shareholders registered in the shareholders’ register and registration
Each shareholder that on the record date of the Extraordinary General Meeting, on Wednesday
The registration period for the Extraordinary General Meeting commences on Tuesday
You can register for the Extraordinary General Meeting:
- on the Company’s website at investors.nordiclights.com/gm
Electronic registration requires strong electronic authentication of the shareholder or the shareholder’s proxy representative or legal representative with a Finnish or Swedish bank ID or mobile certificate.
- by e-mail or regular mail
Shareholders registering by e-mail or mail shall submit the registration form available on the Company's website at investors.nordiclights.com/gm or equivalent information to
When registering, please provide the requested information, such as the shareholder's name, date of birth or business ID, contact details, the name of any assistant or proxy representative and the proxy's date of birth. The personal data provided by shareholders to Nordic Lights and
Shareholders, their legal representatives or authorized proxy representatives shall, where necessary, be able to prove their identity and/or right of representation.
Further information on registration is available by telephone during the registration period of the Extraordinary General Meeting by calling
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which they on the record date of the Extraordinary General Meeting, on Wednesday
Holders of nominee-registered shares are advised to request without delay the necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and voting instructions and registration for and attendance at the Extraordinary General Meeting from their custodian. The account manager of the custodian has to temporarily register a holder of nominee-registered shares, that wants to participate in the Extraordinary General Meeting, into the shareholders’ register of the Company at the latest by the time stated above prior to the end of the registration period concerning holders of nominee-registered shares, i.e. by Wednesday
3. Proxy representatives and powers of attorney
Shareholders may participate in the Extraordinary General Meeting and exercise their rights at the meeting by way of proxy representation. If proxy representatives register electronically, such proxy representatives must personally identify themselves through strong electronic authentication in the electronic registration service, after which they can register on behalf of the shareholder they represent.
Proxy representatives of shareholders shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent a shareholder at the Extraordinary General Meeting.
When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.
A template for the proxy authorization document will be available at the Company’s website at investors.nordiclights.com/gm. Proxy documents are requested to be delivered primarily as attachments in connection with the electronic registration or alternatively by mail to
Shareholders that are legal entities may also, as an alternative to traditional proxy documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic “Representation at the General Meeting”). In the general meeting service, authorized representatives shall identify themselves through strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
4. Other information
The meeting language of the Extraordinary General Meeting will be Finnish. The Extraordinary General Meeting may also be addressed in English.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder that is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
The information concerning the Extraordinary General Meeting required under the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company’s website at investors.nordiclights.com/gm.
Changes in shareholding occurring after the record date of the Extraordinary General Meeting will not affect the right to participate in the Extraordinary General Meeting or the number of votes of such shareholder at the Extraordinary General Meeting.
On the date of this notice to the Extraordinary General Meeting,
In Pietarsaari,
BOARD OF DIRECTORS
Further enquiries
Tom Nordström, CEO,
Tel. +358 400 909005
tom.nordstrom@nordiclights.com
Ann-Louise Brännback, CFO,
Tel. +358 40 190 1165
ann-louise.brannback@nordiclights.com
Certified Adviser:
Tel. +358 9 612 9670
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Attachments
- Download announcement as PDF.pdf
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