PIHLAJALINNA PLC STOCK EXCHANGE RELEASE 10 March 2017 at 8.00
Pihlajalinna Plc: Notice to the General Meeting
Notice is given to the shareholders of Pihlajalinna Plc to the Annual General Meeting of Shareholders to be held on Tuesday, 4 April 2017 at 3:00 p.m. at Yliopistonkatu 55, 33100 Tampere, Finland (Tampere Hall, conference room Sonaatti). The reception of participants who have registered for the meeting and the distribution of voting tickets will commence at 2:00 p.m. Coffee will be served before the meeting.
A. Matters on the Agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
- Opening of the Meeting
- Calling the Meeting to Order
- Election of Persons to Scrutinize the Minutes and to Supervise the Counting of Votes
- Recording the Legality of the Meeting
- Recording the Attendance at the Meeting and Adoption of the List of Votes
- Presentation of the Annual Accounts including the Consolidated Annual Accounts , the Report of the Board of Directors and the Auditor's Report for the year 2016
- Review by the CEO
- Adoption of the Annual Accounts including the Consolidated Annual Accounts
- 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 EUR 0.15 per share would be paid based on the balance sheet adopted for the financial period ended on 31 December 2016. The dividend would be paid to a shareholder who on the dividend record date 6 April 2017 is registered as a shareholder in the Company's shareholders' register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend would be paid on 13 April 2017.
- Resolution on the Discharge of the Members of the Board of Directors and the CEO from Liability
- Resolution on the Remuneration of the Members of the Board of Directors
The largest shareholders of the Company, representing approximately 41 percent of the shares and votes in the Company, propose that a full-time Chairman of the Board of Directors would be elected for the Company on the agenda point 12 and the remuneration of the Chairman of the Board of Directors would be increased accordingly. The Chairman's full-time participation to the development of the Company would be in the Company's best interest inter alia because of the strong expansion of the Company's operations and the ongoing changes on the Company's field of operation. On these grounds the above-mentioned shareholders propose that the annual remuneration to the members of the Board of Directors would be paid as follows: to the Chairman EUR 250,000 to the Vice-Chairman EUR 48,000 and to other members EUR 24,000.
In addition, the above-mentioned largest shareholders propose that the meeting fees would be paid as follows: each member of the Board would be paid EUR 500 per meeting of the Board and of a Committee. In addition reasonable travelling expenses would be paid according to the Company travel rules.
- Resolution on the Number of Members of the Board of Directors
The largest shareholders of the Company, representing approximately 41 percent of the shares and votes in the Company, propose that the number of members of the Board of Directors would be six (6).
- Election of Members of the Board of Directors
The largest shareholders of the Company, representing approximately 41 percent of the shares and votes in the Company, propose that Jari Eklund, Timo Everi, Leena Niemistö, Jari Sundström, Seija Turunen and Mikko Wirén would be re-elected as members of the Board of Directors for a term ending at the end of the next Annual General Meeting. All of the board candidates have notified the Company that if they are elected as members of the Board of Directors, they will elect Mikko Wirén as the Chairman of the Board of Directors.
Further information on the proposed nominees to the Board of Directors and the evaluation regarding their independence is presented on the Company's website http://investors.pihlajalinna.fi.
- Proposal by the Board of Directors to appoint a shareholders' Nomination Board
The Board of Directors proposes that the Annual General Meeting would resolve to establish a Shareholders' Nomination Board to prepare future proposals concerning the election and remuneration of the members of the Board of Directors to the General Meetings. The Nomination Board is established for an indefinite period. In addition, the Board of Directors proposes that the General Meeting adopts the Charter of the Shareholders' Nomination Board in the form set out as appendix of the Board's proposal available on the company's website at http://investors.pihlajalinna.fi.
The Nomination Board shall consist of four members nominated by the shareholders of the company. In addition, the Chairman of the Board of Directors of the company participates in the work of the Nomination Board as an expert. The right to nominate members shall be vested with the four shareholders of the company having the largest share of the votes represented by all the shares in the company annually on September 1 based on the company's shareholders' register held by Euroclear Finland Ltd. However, if a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in his/her share of ownership makes a written request to such effect to the Chairman of the Board of Directors no later than on August 31, such shareholder's holdings in several funds or registers will be combined when calculating the share of votes which determines the nomination right. Should a shareholder not wish to exercise his/her nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.
The Chairman of the Board of Directors shall request the four largest shareholders of the company, based on their shareholding on September 1 each year, to nominate one member each to the Nomination Board. The Nomination Board shall elect a Chairman from among its members. The term of office of the members of the Nomination Board expires annually when the new Nomination Board has been appointed.
- Resolution on the Remuneration of the Auditor
The Board of Directors proposes, based on recommendation of the Board's Audit Committee, to the Annual General Meeting that the Auditor's remuneration would be paid against an invoice approved by the Audit Committee of the Board of Directors.
- Election of the Auditor
The Board of Directors proposes, based on recommendation of the Board's Audit Committee, to the Annual General Meeting that KPMG Oy Ab, a firm of authorized public accountants, would be re-elected as Auditor for the financial year 1 January - 31 December 2017. KPMG Oy Ab has announced that Ms. Lotta Nurminen, APA, would be the Auditor with principal responsibility.
- Amending the Articles of Association
The Board of Directors proposes to the Annual General Meeting that sections 4 and 8 of the Articles of Association be amended to read as follows:
"4 §. The Company has a Board of Directors, which consists of no less than four (4) and not more than ten (10) members. The General Meeting shall elect the Chairman and Vice-Chairman of the Board of Directors. The term of office of a member of the Board of Directors shall expire at the close of the first Annual General Meeting following the election. In case the Chairman and Vice-Chairman of the Board of Directors resign or become otherwise unable to act as the Chairman during their term of office, the Board of Directors may elect from among its members new Chairman of the Board of Directors for the remaining term of office."
"8 §. The Company shall have one (1) auditor that shall be a firm of authorized public accountants with an APA certified auditor acting as the auditor with principal responsibility."
- Authorizing the Board of Directors to Resolve on the Repurchase of the Company's Own Shares
The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to resolve on the repurchase of an aggregate maximum of 2,061,314 of the Company's own shares, which corresponds to approximately 10 percent of all the existing shares in the Company at the date of this notice. Own shares may be repurchased on the basis of the authorization only by using non-restricted equity.
Own shares may be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. Own shares may be repurchased using, inter alia, derivatives. The Board of Directors resolves on how shares are repurchased. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase) if there are weighty reasons for the company.
The authorization cancels the authorization given by the Annual General Meeting on 4 April 2016 to decide on the repurchase of the company's own shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2018.
- Resolution on the Authorization of the Board of Directors to Decide on Issuance of Shares and Other Special Rights Entitling to Shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors would be authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act by virtue of one or several decisions as follows.
The number of shares issued pursuant to the authorization shall not exceed 4,122,629 shares, which corresponds to approximately 20 percent of all the existing shares in the Company. The authorization concerns both the issuance of new shares as well as the transfer of the Company's own shares.
The Board of Directors decides on all other terms and conditions of the issuance of shares and other special rights entitling to shares. The authorization includes a right to deviate from the shareholders pre-emptive right to subscription (directed issue) if there are weighty reasons for the company. The authorization may be used, for example, to finance acquisitions or other business arrangements and investments or the implementation of the Company's share-based incentive plans as well as other purposes determined by the Company's Board of Directors.
The authorization cancels the authorization given by the Annual General Meeting on 4 April 2016 to decide on issuance of shares and other special rights entitling to shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2018.
- Closing of the Meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Pihlajalinna Plc's website at http://investors.pihlajalinna.fi as of 14 March 2017 at the latest. The Annual Accounts, the Report of the Board of Directors and the Auditor's Report of Pihlajalinna Plc are also available on the above-mentioned website. The proposals for the decisions on the matters and other above-mentioned documents 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 Annual General Meeting will be available on the above-mentioned website as of 18 April 2017 at the latest.
C. Instructions for the Participants in the Annual General Meeting
- Shareholders registered in the shareholders' register
Each shareholder, who is registered on 23 March 2017 in the shareholders' register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual 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 Annual General Meeting, shall register for the meeting no later than 30 March 2017 at 4:00 p.m. by giving a prior notice of participation. The notice has to be received by the Company before the end of the registration period. Such notice can be given by using a registration link on the Company's website at http://investors.pihlajalinna.fi; by e-mail to agm@pihlajalinna.fi; by regular mail to Pihlajalinna Plc, yhtiökokous2017, Kehräsaari B, 33200, Tampere, Finland; or by telephone +358 20 770 6896 (Monday-Friday between 9 a.m. and 4 p.m.).
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 is used only in connection with the general meeting and with the processing of related registrations.
Shareholder, his/her assistant, or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the venue of the meeting.
- Holders of Nominee Registered Shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 23 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 Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest on 30 March 2017 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.
- Proxy Representative and Proxy Documents
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 in a reliable manner demonstrate 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 at 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.
Possible proxy documents should be delivered in originals to Pihlajalinna Plc, yhtiökokous2017, Kehräsaari B, 33200 Tampere, Finland before the end of the registration period.
- Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish 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, 9 March 2017, the total number of shares in Pihlajalinna Plc and votes represented by such shares is 20,613,146. The Company or its subsidiaries do not own shares of the Company.
Helsinki, 9 March 2017
Pihlajalinna PLC The Board of Directors
For further information, please contact: Siri Markula, Head of Communications and IR, +358 40 743 2177, siri.markula@pihlajalinna.fi
