PÖYRY OYJ Pöyry PLC Stock Exchange Release 7 February 2019 at 8.45 a.m.
Notice to Pöyry PLC's Annual General Meeting
Notice is given to the shareholders of Pöyry PLC to the Annual General Meeting to be held on Thursday, 7 March 2019 at 4.00 p.m. in Vantaa, Finland at Pöyry House (Pöyry Headquarters), Jaakonkatu 3, 01620 Vantaa, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.00 p.m.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, 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. Presentation of the annual accounts, the consolidated accounts, the report of the Board of Directors and the auditor's report for the year 2018
Review by the President and CEO
7. Adoption of the annual accounts
8. Proposal by the Board of Directors to authorise the Board of Directors to decide on the distribution of dividends
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide at its discretion on the distribution of dividends so that the total amount of the dividend distribution based on this authorization shall not exceed EUR 0.35 per share. The authorization would be valid until the opening of the next Annual General Meeting.
In case the Board of Directors will resolve to use the authorisation, the company shall publish a separate announcement on the amount as well as record date and payment date for the distribution. The Board of Directors have resolved not to use the authorisation should the pending tender offer for the shares of Pöyry PLC be carried out by ÅF AB (publ).
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Company's shareholder ÅF AB (publ) holding more than 10 % of all of Pöyry PLC's shares and votes has proposed that the annual fees for the members of the Board of Directors for the term until the close of the following Annual General Meeting remain unchanged and be as follows: 45 000 euros for a member, 55 000 euros for the Vice Chairman and 65 000 euros for the Chairman of the Board of Directors, and the annual fee for the members of the committees of the Board of Directors 15 000 euros. In addition, the Board of Directors proposes based on the proposal made by the Committee that the Annual General Meeting resolves on an additional fee of 15 000 euros per annum for each of the foreign residents of the Board of Directors as well as on an additional fee of 5 000 euros per annum for the foreign residents of the committees of the Board of Directors. Travel expenses are proposed to be compensated according to the Company's Travel Policy.
In addition, the above-mentioned shareholder has proposed that if the public cash tender offer by ÅF AB (publ) for the shares in Pöyry PLC is completed and the members of the Board of Directors have a service or employment agreement with the combined company ÅF Pöyry AB or any of its subsidiaries, the members of the Board of Directors will not be paid annual fees as proposed in this section.
11. Resolution on the number of members of the Board of Directors
The Company's shareholder ÅF AB (publ) holding more than 10 % of all of Pöyry PLC's shares and votes have proposed to the Annual General Meeting that the number of members of the Board of Directors be four (4).
12. Election of members of the Board of Directors
The Company's shareholder ÅF AB (publ) holding more than 10 % of all of Pöyry PLC's shares and votes has proposed to the Annual General Meeting that Jonas Gustavsson, Stefan Johansson, Jacob Landén and Martin à Porta be appointed to the Board of Directors for the term until the closing of the following Annual General Meeting. The CVs of all persons proposed to be appointed to the Board of Directors may be found from the Company's website.
The current Board of Directors have concluded that in case the pending tender offer for the shares of Pöyry PLC would not be completed at the time of the Annual General Meeting the Board of Directors will make a separate proposal to the Annual General Meeting prior to the meeting.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Board's Audit Committee, that the auditor be reimbursed according to the auditor's invoice approved by the Company and in compliance with the purchase policy approved by the Audit Committee.
14. Election of auditor
According to the Articles of Association of the Company, the Company's auditor has been elected until further notice. Thus, audit firm PricewaterhouseCoopers Oy continues as the Company's auditor. PricewaterhouseCoopers has informed that Authorised Public Accountant Christian Savtschenko would be appointed as the responsible auditor.
15. Proposal by the Board of Directors to authorise the Board of Directors to decide on the acquisition of the Company's own shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the acquisition of a maximum of 6 100 000 of the Company's own shares in one or more tranches by using distributable funds on the terms given below. Such share acquisition reduces the Company's distributable unrestricted shareholders' equity.
The Company's own shares may be acquired in order to develop the Company's capital structure, to be used as payment in corporate acquisitions or when the Company acquires assets related to its business and as part of the Company's incentive programmes in a manner and to the extent decided by the Board of Directors, and to be transferred for other purposes, or to be cancelled.
The amount of shares in the possession of the Company shall at no time exceed one tenth (1/10) of the aggregate amount of shares in the Company.
The shares may be acquired in accordance with the Board of Directors' decision either through public trading, in which case the shares would be acquired in another proportion than that of the current shareholders, or by a public offer. The consideration paid for the shares acquired must be based on the company's share price as it is quoted in trading in the Helsinki Stock Exchange's stock exchange list.
The Board of Directors is authorised to resolve on all other terms and conditions regarding the acquisition of own shares. The authorisation shall be in force 18 months from the decision of the Annual General Meeting.
16. Proposal by the Board of Directors to authorise the Board of Directors to decide on the issuance of shares and special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide to issue new shares and to convey the Company's own shares held by the Company in one or more tranches. The share issue can be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors and in relation to a share issue against payment at a price to be determined by the Board of Directors.
The Board of Directors proposes that the authorisation also includes the right to issue special rights, in the meaning of Chapter 10 Section 1 of the Companies Act, which entitle to the Company's new shares or the Company's own shares held by the Company against consideration.
A maximum of 6 100 000 new shares can be issued. A maximum of 6 100 000 own shares held by the Company can be conveyed.
Based on this authorisation, the Board shall have the authority to decide on a share issue and issue of special rights in deviation of the pre-emptive subscription right of the shareholders (directed issue) subject to the conditions mentioned in the Companies Act. The authorisation can be used e.g. in order to strengthen the Company's capital structure, to broaden the Company's ownership, to be used as payment in corporate acquisitions or when the Company acquires assets relating to its business and as part of the Company's incentive programmes.
In addition, the Board of Directors proposes that the authorisation includes the right to decide on a share issue without consideration to the Company itself so that the amount of own shares held by the Company after the share issue is the maximum of one tenth (1/10) of all shares in the Company. Pursuant to Chapter 15 Section 11 Subsection 1 of the Companies Act, all own shares held by the Company and its subsidiaries are included in this amount.
The Board of Directors is authorised to resolve on all other terms and conditions regarding the issuance of shares and special rights entitling to shares.
The authorisation shall be effective for a period of 18 months from the decision of the Annual General Meeting. The authorisation granted to the Board of Directors regarding issuing shares in the previous Annual General Meeting shall expire simultaneously.
17. Closing of the meeting
B. Meeting documents of the Annual General Meeting
This notice as well as more detailed information on the proposals of the Board of Directors mentioned above under point 15 and 16 relating to the agenda of the Annual General Meeting is available on Pöyry PLC's website at www.poyry.com/agm2019. Pöyry PLC's annual accounts, the consolidated accounts, the report of the Board of Directors and the auditor's report are available on the above mentioned website no later than 14 February 2019. The above-mentioned proposals of the Board of Directors and the annual accounts are also available at the Annual General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 21 March 2019.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder who on the record date of the Annual General Meeting 25 February 2019 is registered in the shareholder register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. Shareholders whose shares are registered on his/her personal book-entry account are registered in the shareholder register of the Company. Shareholders wanting to participate in the Annual General Meeting must register for the meeting no later than Monday 4 March 2019 at 10.00 a.m. Finnish time by giving a prior notice of participation. Such notice can be given:
- by filling in the registration form on the Pöyry PLC website at www.poyry.com/agm2019; or
- by letter to Pöyry PLC, Legal Department/AGM, Jaakonkatu 3, FI-01620 Vantaa, Finland.
In connection with the registration, shareholders shall notify his/her name, personal identification number or date of birth, telephone number and the name of a possible assistant or proxy representative and the personal identification number or date of birth of the proxy representative. Shareholders, their representatives, or proxy representatives present at the meeting should, where required, be able to prove their identity and/or authorisation to represent a shareholder. The personal data given to Pöyry PLC is used only in connection with the Annual General Meeting and with the processing of related registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise demonstrate in a reliable manner his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Any proxy documents are requested to be delivered in originals to the Company before the last date for registration.
3. Holders of nominee registered shares
If a holder of nominee registered shares is entitled to be recorded in the Company's shareholder register on the record date of the Annual General Meeting 25 February 2019, the shareholder may in accordance with the instructions of his/her custodian bank request that he/she is notified for temporary registration in the shareholder register of the Company for participation in the Annual General Meeting at the latest on 4 March 2019 at 10.00 a.m. Finnish time. A holder of nominee registered shares is considered to be registered for the Annual General Meeting, when he/she is notified for temporary registration in the shareholder register as described above. A holder of nominee registered shares is advised to request necessary instructions regarding the temporary registration in the shareholder register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank sufficiently in advance.
4. Other instructions and information
The Annual General Meeting will be conducted in Finnish and it is translated into English. The President and CEO's presentation will be presented in English and will be translated into Finnish.
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Annual 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 Annual General Meeting 7 February 2019, the total number of shares in Pöyry PLC is 61 952 801 shares and the total number of votes is 59 910 018 votes.
Vantaa, 7 February 2019
PÖYRY PLC
The Board of Directors
Additional information:
Jutta Karlsson, Group General Counsel
Tel. +358 10 33 49696
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Pöyry Oyj via Globenewswire
