OLVI OYJ
Notice of Annual General Meeting
The shareholders of
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in part C of this notice to the Annual General Meeting. Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act on the matters to be discussed at the meeting in writing prior to the meeting. Instructions for submitting questions in writing are presented in part C of this notice to the Annual General Meeting.
Shareholders can follow the Annual General Meeting online. Instructions for watching the online webcast are available on the company's website at www.olvigroup.fi. Watching the online webcast does not mean that the shareholder is officially in attendance. It is not possible to ask questions, make counter-proposals, address the meeting or vote via the online broadcast, and following the meeting via online broadcast shall not be considered as participating in the Annual General Meeting or exercising shareholders' rights.
We request the attendees to read the up-to-date meeting instructions on our website at https://www.olvigroup.fi/en/investors/corporate-governance/annual-general-meeting-shareholders/ .
A. Agenda of the meeting
The Annual General Meeting of
1 Opening of the meeting
2 Matters of order for the meeting
3 Election of persons to confirm the minutes and supervise the counting of votes
4 Recording the legal convening of the meeting
5 Recording the attendance at the meeting and adoption of the list of votes
6 Presentation of the financial statements for 2023, the report of the Board of Directors and the auditors' report
CEO's review
7 Adoption of the financial statements
8 Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of
The Annual General Meeting shall authorise the Board of Directors to decide on a new record date and payout date for the second instalment of dividends should the rules and regulations of the Finnish book-entry system be amended or otherwise necessitate such a change.
9 Resolution on the discharge from liability for the members of the Board of Directors and the CEO
10 Discussion of the Remuneration Report for the governing bodies
11 Discussion of
The Board of Directors proposes to the Annual General Meeting that it approve
12 Resolution on the remuneration of the members of the Board of Directors
Shareholders who jointly represent more than 70 percent of voting rights in the company have notified the company that they will propose to the Annual General Meeting that the remuneration paid to the members of the Board of Directors remain unchanged and be paid as follows: It will be proposed that the Chair of the Board shall receive
13 Resolution on the number of the members on the Board of Directors
Shareholders who jointly represent more than 57 per cent of voting rights in the company have notified the company that they will propose to the Annual General Meeting a Board of Directors comprising six (6) members.
14 Election of the members of the Board
Shareholders who jointly represent more than 57 percent of voting rights in the company have notified the company that they will propose to the Annual General Meeting that the following former members of the Board of Directors be re-elected for a period ending at the next Annual General Meeting: Nora Hortling,
15 Resolution on the remuneration of the auditor and the verifier of sustainability reporting
The Board of Directors proposes that the auditor's and sustainability reporting verifier's fee and expenses shall be paid in accordance with a conventional invoice approved by the company.
16 Election of the auditor
The Board of Directors proposes that
17 Selecting a sustainability reporting verifier
In accordance with the EU's Corporate Sustainability Reporting Directive (CSRD) and the relevant national legislation,
On the recommendation of the Board of Directors' Audit Committee, the Board of Directors proposes to the Annual General Meeting that the sustainability audit firm
18 Authorising the Board of Directors to decide on the acquisition of treasury shares
The Board of Directors proposes that the Annual General Meeting, revoking all existing unused authorisations to acquire treasury shares, authorise the Board of Directors to decide on the acquisition of a maximum of 500,000 of the company's own Series A shares in one or more lots using the company's unrestricted equity subject to the following terms and conditions:
The shares shall be acquired in public trading arranged by
The Board of Directors shall decide on any other matters related to the acquisition of treasury shares.
It is proposed that the authorisation to acquire treasury shares shall be valid until the close of the Annual General Meeting of 2025, but in any event not longer than 18 months from the Annual General Meeting's decision on the authorisation.
19 Authorising the Board of Directors to decide on a share issue
The Board of Directors proposes that the Annual General Meeting, revoking any existing authorisations concerning share issues, authorise the Board of Directors to decide on the issuance of a maximum of 1,000,000 new Series A shares and the transfer of a maximum of 500,000 Series A shares held by the company as treasury shares ("Issue authorisation").
New shares may be issued, and treasury shares held by the company may be transferred in one or more lots, either against payment or free of charge. The new shares can be issued and the treasury shares transferred to the company's shareholders on a pro rata basis in relation to their existing holdings, or a private placing can be executed in deviation from shareholders' pre-emptive rights if there is a weighty financial reason for the company to do so, such as financing or execution of corporate acquisitions or arrangements, development of the company's equity structure, improvement of share liquidity, or implementation of the company's incentive plans. A directed share issue may be a share issue without payment only if there is an especially weighty reason for the same both for the company and with regard to the interests of all shareholders in the company. The Board of Directors shall decide on any other matters related to share issues.
It is proposed that the issue authorisation shall be valid until the close of the Annual General Meeting of 2025, but in any event not longer than 18 months from the Annual General Meeting's decision on the issue authorisation.
20 Proposal to amend Article 9 of the Articles of Association
The Board of Directors proposes that Article 9 of the Articles of Association be amended so that, by decision of the Board of Directors, the Annual General Meeting may be held without a meeting venue so that the shareholders can fully exercise their decision-making power within the meaning of the Limited Liability Companies Act, Chapter 5, Section 1, in real-time using a telecommunication connection and technological devices during the meeting (remote meeting).
21 Closing of the Annual General Meeting
B. Documents of the General Meeting
The proposals of the Board of Directors included on the above agenda, this notice of meeting and the financial statement documents with attachments are available to shareholders starting from
The documents will also be available electronically starting from
The minutes of the Annual General Meeting will be available on the company's website as of
C. Instructions for the participants in the meeting
1 Right to participate, registration and advance voting
Each shareholder registered on
Shareholders who want to participate in the Annual General Meeting shall register for the meeting no later than Thursday,
In connection with the registration, shareholders shall provide their name, date of birth, address, telephone number, the name of any assistant or proxy representative, and the personal identity code of the proxy representative. The personal data disclosed to
Shareholders may register for the Annual General Meeting and vote in advance between
a) Online via
b) in writing to
c) by email: hallinto@olvi.fi
Further information about registration and advance voting is available by phone during the registration period for the Annual General Meeting at
Shareholders and their authorised representatives or proxy representatives shall, where necessary, be able to prove their identity and/or right of representation.
More detailed instructions for registering for the General Meeting event and for watching the meeting via online webcast can be found on the company's Web site www.olvigroup.fi - Annual General Meeting 2024.
2Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder's number of votes.
A proxy representative shall produce a dated proxy document prior to the expiry of the deadline for registration or otherwise prove in a reliable manner their right to represent the shareholder at the meeting. The right of representation can also be proven using the suomi.fi e-authorisations service that is available in the registration service. Should a shareholder participate in the 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 indicated in connection with the registration for the meeting.
Any proxy documents are requested to be primarily delivered as attachments to the electronic registration, or alternatively by mail to
3 Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to participate in the Annual General Meeting by virtue of the shares that would allow them to be registered in the company's register of shareholders maintained by
Holders of nominee-registered shares are advised to request well in advance from their custodian bank the necessary instructions regarding registration in the register of shareholders, issuance of proxy documents, registration for the Annual General Meeting and advance voting. For more information on authorising representatives, please visit www.suomi.fi/valtuudet. The account management organisation of the custodian bank will register a holder of nominee-registered shares who wants to participate in the Annual General Meeting to be temporarily entered in the register of shareholders by the deadline indicated above and take care of advance voting on behalf of the holder of nominee-registered shares.
4 Other information
A shareholder may submit questions on the matters on the meeting agenda, as referred to in Chapter 5, Section 25, of the Limited Liability Companies Act, until
Such shareholder questions and responses to them from the company's management will be discussed in connection with the CEO's review. Shareholders present at the Annual General Meeting have the right to ask questions regarding the matters discussed at the meeting in accordance with the Limited Liability Companies Act, Chapter 5, Section 25.
On the date of this notice of meeting,
Iisalmi,
BOARD OF DIRECTORS
More information:
ANNEXES
Annex 1: Remuneration Policy
DISTRIBUTION:
NASDAQ Helsinki Ltd
Main media
www.olvi.fi/en
https://news.cision.com/olvi-oyj/r/notice-of-annual-general-meeting,c3938009
https://mb.cision.com/Main/14712/3938009/2637719.pdf
https://mb.cision.com/Public/14712/3938009/8754f97755665ee9.pdf
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