Netum Group Plc Company announcement 8 March 2023 at
Notice is given to the shareholders of
Shareholders may also participate in the meeting remotely. A shareholder participating remotely has the right to vote during the meeting and the opportunity to exercise the right to speak in writing, but his/her rights have otherwise been restricted in the manner described in Section C of this notice.
Shareholders may also exercise their right to vote by voting in advance. Instructions for advance voting are presented in Part C of this notice to the Annual General Meeting.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
The following matters will be handled at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of a person to scrutinise 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 2022
Presentation of the CEO's review.
7. Adoption of the annual accounts
The Board of Directors proposes to the General Meeting that the General Meeting approves 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 to the General Meeting that a dividend of
9. Resolution on discharging the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes to the General Meeting that the remuneration payable to the Chairman of the Board of Directors shall be
Shareholders collectively representing more than 50% of all the shares and votes carried by the company's shares have notified the company that they support the proposal of the Board of Directors.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the General Meeting that the number of members of the Board of Directors be five (5).
Shareholders collectively representing more than 50% of all the shares and votes carried by the company's shares have notified the company that they support the proposal of the Board of Directors.
12. Election of members of the Board of Directors
Shareholders who in total represent more than 50% of all the shares and votes carried by the company's shares propose to the General Meeting that the current members of the Board of Directors Repe Harmanen, Olavi Köngäs, Marja-Liisa Niinikoski and
Information on the current members of the Board of Directors proposed for re-election is available on
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the auditor's fees be paid according to an invoice approved by the company.
14. Election of auditor
The Board of Directors proposes to the General Meeting that audit firm
15. Authorising the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting authorises the Board of Directors to resolve on the issuance of shares and the issuance of option rights and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or more instalments, either against payment or free of charge. The number of shares to be issued may amount to a maximum of 2,000,000 shares in total, corresponding to approximately 16.8% of all the shares in the company according to the situation on the date of this notice. The authorisation entitles the Board of Directors to decide on all terms and conditions related to the issuance of shares and the issuance of option rights and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription rights.
The Board of Directors may exercise the authorisation for the purpose of carrying out acquisitions or other arrangements related to the company’s business, to implement an incentive scheme for the personnel or for other purposes determined by the Board of Directors.
The authorisation is proposed to be valid until the conclusion of the next Annual General Meeting, but no later than
16. Authorising the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the repurchase of a maximum of 500,000 of the Company's own shares, in one or more tranches, using the Company’s unrestricted equity. The maximum number of shares to be repurchased based on the authorisation corresponds to approximately 4.2% of all outstanding shares in the company according to the situation on the date of this notice.
The shares shall be repurchased otherwise than in proportion to the shareholders' holdings (directed repurchase) in public trading on
The authorisation is valid until
17. Board of Directors' proposal to amend the Articles of Association
The Board of Directors proposes that Section 7 of the Articles of Association be amended to enable the general meeting to be held not only in the company's domicile but also in
The Board of Directors proposes that the new Section 7 of the Articles of Association reads as follows (amendments in bold herein):
7 § Notice to the Annual General Meeting, venue and advance registration for the Annual General Meeting.
The Annual General Meeting is held at a location determined by the Company's Board of Directors, which may be located in
The notice of the General Meeting shall be published on the company's website no earlier than three months and no later than three weeks before the meeting but at least nine days before the record date of the General Meeting.
In order to participate in the General Meeting, a shareholder must register with the Company no later than on the date and time specified by the Board of Directors in the notice of the meeting, which may not be earlier than ten days before the meeting.
In other respects, it is proposed that the Articles of Association remain unchanged.
18. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for decisions on the agenda of the General Meeting and this notice are available on
The Financial Statements, the Report of the Board of Directors and the Auditor's Report will be available on the company's website no later than
The minutes of the General Meeting will be available on the company's website no later than
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Shareholders registered in the shareholders' register
A shareholder registered in the company's shareholders' register maintained by
Registration for the General Meeting will begin on
a. Through the website at https://www.netum.fi/en/investors/general-meeting-2023/
Shareholders who are natural persons must sign on using strong electronic identification based on Finnish online banking credentials or Mobile ID. Shareholders who are legal persons must sign on using the shareholder’s book-entry account number and Business ID. If a legal person uses the Suomi.fi electronic authorisation service, registration requires the authorised person to use strong electronic identification based on Finnish online banking credentials or Mobile ID.
If a legal person uses the Suomi.fi electronic authorisation service, the authorised person must use strong electronic authentication on Euroclear Finland Ltd’s General Meeting service when registering for the General Meeting. They will then be redirected to the Suomi.fi service for automatic verification of the authorisation, and they will subsequently be redirected back to the service maintained by
A legal person may submit changes to registration information and authorised persons directly in the service maintained by
b. By mail to
Shareholders or their proxy representatives must provide the requested personal data in connection with registration. Personal data disclosed by shareholders to
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Annual General Meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholders' register maintained by
A holder of nominee registered shares is advised to request without delay necessary instructions on the registration in the temporary shareholders' register of the Company, the issuing of proxy documents and registration for the General Meeting, as well as remote participation and advance voting from his/her custodian bank.
The account management organisation of the custodian bank has to register a nominee-registered shareholder who wants to participate in the General Meeting into the temporary shareholders' register of the company at the latest by the time stated above and, if necessary, arrange advance voting on behalf of a nominee-registered shareholder before the end of the registration period for nominee-registered shareholders.
Further information is also available on the company's website at https://www.netum.fi/en/investors/general-meeting-2023/.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting through proxy representation. A proxy representative of a shareholder may also, if he/she so wishes, vote in advance in the manner described in this notice.
A proxy representative shall produce a dated proxy document or otherwise, in a reliable manner, demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting using several proxy representatives representing the shareholder with shares at 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.
Possible proxy documents should be delivered primarily by e-mail at agm2023@netum.fi or by letter.
As an alternative to a traditional power of attorney, corporate owners can use an electronic Suomi.fi authorisation service to authorise an agent. A proxy representative will be appointed in the Suomi.fi service at https://www.suomi.fi/e-authorizations(authorisation matter "Representation at the Annual General Meeting"). In the Annual General Meeting service, the Ombudsman must identify himself or herself with strong electronic identification when registering, and after that, the electronic authorisation is automatically verified. Strong electronic identification is done with online banking codes or a mobile certificate. Further information on electronic authorisation is available at https://www.suomi.fi/e-authorizations.
4. Remote participation in the meeting
A shareholder who has the right to participate in the Annual General Meeting may also participate in the meeting remotely. A shareholder participating remotely has the right to vote during the meeting.
For remote participation, a link to the General Meeting and a personal username and password will be sent by e-mail to the e-mail address provided in connection with the registration after the end of the registration period.
The shareholder's right to ask questions and exercise his/her right to speak has been restricted so that questions can only be asked, and the right to speak can be exercised in writing during the meeting via the chat function of the meeting system. Under the conditions laid down in Chapter 5, Section 25 a of the Limited Liability Companies Act, the General Meeting may decide on the principles by which questions and other speeches submitted in writing may be combined and modified.
A shareholder or proxy representative who has registered to participate in the General Meeting at the meeting venue may change his/her participation to remote participation by notifying the Company by
A shareholder who has the right to participate in the General Meeting and who has indicated that he or she will participate remotely has the right to participate in the meeting at the meeting venue.
The remote connection to the General Meeting will be implemented through
Login to the meeting system will open on
More detailed information on the Annual General Meeting service can be found at https://www.netum.fi/en/investors/general-meeting-2023/.
5. Voting in advance
Shareholders with a Finnish book-entry account may vote in advance between
Advance votes must be received by the time the advance voting ends. In addition to advance voting, a shareholder must ensure that he/she has registered for the General Meeting before the end of the registration period.
It is not possible for a shareholder who has voted in advance to use the rights of the Finnish Companies Act to ask questions or request a vote unless he or she participates in person or through an agent in the General Meeting at the meeting venue or via remote connection.
For nominee-registered shareholders, advance voting takes place through the account manager. The account manager may vote in advance on behalf of the nominee-registered shareholders it represents in accordance with their voting instructions during the registration period set for nominee-registered shares.
The proposal for a resolution that is the subject of the advance voting is deemed to have been presented unchanged at the General Meeting. The terms and conditions of the electronic advance voting and other instructions are available on the company's website at https://www.netum.fi/en/investors/general-meeting-2023/.
6. Other instructions/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 on the matters to be considered at the meeting. Concerning a shareholder participating in the General Meeting via remote access, the right to request information has been restricted as described in section C.4 above.
On the date of this notice,
Changes in shareholdings after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder at the General Meeting.
In
Board of Directors
For additional information, please contact:
+358 40 047 6401
matti.mujunen@netum.fi
Certified advisor:
Evli Oyj
+358 40 579 6210
www.netum.fi
This Notice of the General Meeting is a translation of the original Finnish version. In case of doubt, the original Finnish version, not the translation, of the Notice of the General Meeting applies.
Contacts
Matti Mujunen , CEO,Netum Group Plc , +358 40 047 6401, matti.mujunen@netum.fi
About Netum Group Oyj
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