Helsinki, Finland, 2017-02-17 13:15 CET (GLOBE NEWSWIRE) --
Norvestia Oyj Stock exchange release 17 February 2017 at 14:15
NOTICE TO THE ANNUAL GENERAL MEETING OF NORVESTIA OYJ
Notice is given to the shareholders of Norvestia Oyj to the Annual General Meeting to be held on Tuesday 14 March 2017 at 11:00 in the Akseli Gallen-Kallela cabinet at Hotel Kämp at the address Pohjoisesplanadi 29, 00100 Helsinki, Finland. The reception of the participants who have registered for the meeting and the distribution of voting tickets will commence at 10:00.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
The following matters will be considered at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm 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 report of the Board of Directors and the Auditor's report for the year 2016:
- Review by the CEO Juha Kasanen
- Review of the Growth Equity investment activities by Juha Mikkola
7. Adoption of the Annual Accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that no dividend be distributed for the financial period ending 31 December 2016.
9. Resolution on the discharge of 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 largest shareholder of the company Capman Plc, who represents a total of 92.5% of the shares and votes in the company, proposes to the General Meeting that no remuneration will be paid to the members of the Board of Directors.
11. Resolution on the number of members of the Board of Directors
The largest shareholder of the company CapMan Plc, who represents a total of 92.5% of the shares and votes in the company, proposes to the General Meeting that the number of members of the Board of Directors will be confirmed as three (3) and no deputy members will be elected.
12. Election of members of the Board of Directors
The largest shareholder of the company CapMan Plc, who represents a total of 92.5% of the shares and votes in the company, proposes to the General Meeting that the following persons will be re-elected as members of the Board of Directors for the term ending at the close of the Annual General Meeting 2018:
- Heikki Westerlund, proposed to be elected as the Chairman of the Board of Directors; and
- Niko Haavisto, proposed to be elected as the Vice Chairman of the Board of Directors
The above-mentioned shareholder further proposes that Juha Mikkola will be elected as a new member of the Board for the same term.
Juha Mikkola is the Senior Investment Director at Norvestia and a member of the CapMan management group. Earlier he has been responsible for, among others, the Venture team at Eqvitec and also involved in starting the operations of Finnish Industry Investment.
All candidates and the evaluation regarding their independence has been presented on the company's website www.norvestia.fi/agm.
13. Resolution on the remuneration of the Auditor
The Audit Committee of the Board of Directors proposes to the General Meeting that the elected Auditor's remuneration will be paid against an invoice approved by the company.
14. Election of the Auditor
The Audit Committee of the Board of Directors proposes to the General Meeting that PricewaterhouseCoopers Oy, a firm of authorized public accountants, will be re-elected as Auditor and Mr. Mikko Nieminen, APA, as Deputy Auditor for a term ending at the close of the Annual General Meeting 2018. PricewaterhouseCoopers Oy has announced that Mr. Lauri Kallaskari, APA, would be the Auditor with principal responsibility.
15. Forfeiture of shares and rights attached to such shares on joint book-entry accounts
The Board of Directors proposes to the General Meeting that it would resolve, in accordance with Chapter 4 Section 10 Subsection 2 of the Finnish Limited Liability Companies Act, that rights to the shares entered in the Company’s joint book-entry accounts and the rights attached to such shares be forfeited. 15 February 2017, there were altogether 17,590 shares on Norvestia Oyj's joint book-entry account that can be resolved to be forfeited in accordance with Chapter 4 Section 10 Subsection 2 of the Finnish Limited Liability Companies Act ("Shares"), as well as altogether 6,576 rights attached to such Shares ("Subscription Rights"). The aforementioned number of Shares corresponds to approximately 0.11 per cent of the total number of shares in the Company.
The forfeiture of rights would concern Shares and Subscription Rights that are in the joint book-entry accounts of Norvestia Oyj and with regard to which the registration of shareholder rights or rights of holders of Subscription Rights to the book-entry account of a shareholder or a holder of Subscription Rights has not been requested and necessary documents needed for such registration submitted to the account manager of the shareholder or holder of Subscription Rights prior to the commencement of the Annual General Meeting, i.e. by 11:00 on Tuesday 14 March 2017.
The Shares and Subscription Rights with regard to which the registration to the book entry account of a shareholder or a holder of Subscription Rights has been requested as presented above prior to the commencement of the Annual General Meeting, are not be subject to the forfeiture of rights referred to above. For additional information on the registration of rights, please call the company +358 9 6226 380.
16. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above-mentioned proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice are available on Norvestia Oyj's website at www.norvestia.fi/agm. The Annual Accounts, the report of the Board of Directors and the Auditor's report are available on said website. The proposals for decisions and other documents mentioned above are also available at the meeting and copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 28 March 2017 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders' register
A shareholder, who is registered on Thursday 2 March 2017 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.
A shareholder, who is registered in the shareholders' register of the company and who wants to participate in the General Meeting, shall register for the meeting no later than Thursday 9 March 2017 at 16:00 by giving a prior notice of participation to the company. The notice has to be received before the end of the registration period. Such notice can be given:
a) by email to the address info@norvestia.fi b) by telephone to the number +358 9 622 6380 Monday-Friday 9:00-16:00 c) by fax to the number +358 9 622 2080 d) by letter to the address Norvestia Oyj, Pohjoisesplanadi 35 E, 00100 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Norvestia Oyj is used only in connection with the General Meeting and with the processing of related registrations.
A shareholder, his/her authorized representative or proxy representative shall at the meeting be able to prove his/her identity and/or right of representation if necessary.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting on Thursday 2 March 2017 would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholder's register of the company held by Euroclear Finland Ltd at the latest by Thursday 9 March 2017 at 10:00. As regards nominee-registered shares this constitutes due registration for the General Meeting.
A holder of nominee-registered shares is advised to request the necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank without delay. The account management organization of the custodian bank has to register a holder of nominee-registered shares who wants to participate in the General Meeting into the temporary shareholder's register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative of a shareholder 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 by means of several proxy representatives representing the shareholder with shares at different book-entry 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 are requested to be delivered in originals to the company's office to the address Norvestia Oyj, Pohjoisesplanadi 35 E, 00100 Helsinki, Finland before the end of the registration period.
4. Other directions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters considered at the meeting.
On the date of this notice 17 February 2017, the total number of shares and votes in Norvestia Oyj is 15,316,560.
Helsinki, 17 February 2016
NORVESTIA OYJ
Board of Directors
DISTRIBUTION Nasdaq Helsinki Main media www.norvestia.fi
