INVITATION TO THE ANNUAL GENERAL MEETING OF PLC UUTECHNIC GROUP OYJ
Plc Uutechnic Group Oyj shareholders are hereby invited to the Annual General Meeting that will be held on Wednesday, 25 March 2020, starting at 13.00 at Hotel Scandic Simonkenttä, Simonkatu 9, Helsinki.
A. AGENDA OF 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 of the attendance at the meeting and adoption of the list of votes
- Presentation of the financial statements, consolidated financial statements, review by the Board, and auditor’s report for the fiscal year of 1 January 2019 – 31 December 2019
- Review of the CEO.
- Verification of the financial statements and the consolidated financial statements
- Resolution on the distribution of the profit shown on the balance sheet and the payment of dividends
- The Board of Directors proposes to the Annual General Meeting that the profit for the fiscal year 1 January 2019 – 31 December 2019 would be transferred to the retained earnings account, and, that based on the balance sheet per 31 December 2019 verified by the Annual General Meeting, a dividend of EUR 0.01 for each share would be paid from the earnings. The date of record for dividend distribution is proposed to be 27 March 2020 and the dividend is proposed to be paid on 3 April 2020.
- Resolution on the discharge of the Board members and the CEO from liability
- Consideration of the Remuneration Policy
- Resolution on the remuneration of the Board members
- The Board of Directors proposes in accordance with the Remuneration Policy that the elected Board members would be paid during their term as follows: Chairman of the Board 36 000 euros (2019: 60 000 euros, however, the position of the Chairman was half-time). Remuneration for other members of the Board is proposed to remain at 22 000 euros. In addition to the yearly remuneration, no other remuneration is provided to the members of the Board (i.e. attendance allowance). Travel and other costs following the work on the Board are compensated based on the Company’s normal practice.
- If a member of the Board or the Chairman of the Board is a full-time employee for the Company this person cannot receive remuneration set for these positions in the Board.
- Resolution on the number of Board members
- Shareholders who collectively own over 10 % of the Company’s shares and votes have brought forward to the Board that they are proposing 3 members to be elected as part of the Board
- Election of Board members
- Shareholders who collectively own over 10 % of the Company’s shares and votes have brought forward to the Board that they intend to nominate Jouko Peräaho and Hannu Kottonen (independent from the notable shareholders of the Company and the Company itself) to be re-elected to the Board and Carl Johan Slotte (independent from the notable shareholders of the Company and the Company itself) to be elected to the Board as a new member of the Board.
- All of the persons proposed to the Board have given their assent.
- The proposed Board members have informed the Company that if they are elected, they will elect Hannu Kottonen as the Chairman of the Board.
- Resolution on the remuneration of the auditor
- Shareholders who collectively own over 10 % of the Company’s shares and votes have brought forward to the Board that they are proposing that the remuneration of the auditor would be paid according to the invoice.
- Election of the auditor
- Shareholders who collectively own over 10 % of the Company’s shares and votes have brought forward to the Board that they intend to nominate as the auditor, to serve until the end of the following Annual General Meeting, the company’s current auditor, public auditing firm Ernst & Young Oy, which has declared that it intends to appoint Osmo Valovirta, CPA, as chief auditor.
- Authorization of the Board to decide on an issue of shares as well as other special rights entitling to shares
- The Board proposes that the Annual General Meeting would authorize the Board to decide on an issue of new shares as well as other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10 000 000, including shares to be issued based on the special rights.
- The authorization entitles the Board to decide about all terms of the share and special rights offerings, including the right to deviate from the right of pre-emption of shareholders.
- The authorization is proposed to last until the next Annual General Meeting, unless the General Meeting decides to change or cancel the authorization prior to this date. This authorization revokes all the other unused share issue authorizations that have been given prior to this.
- Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The aforementioned draft resolutions, which are on the agenda of the Annual General Meeting, the remuneration policy and this invitation to the Annual General Meeting will be available on Plc Uutechnic Group Oyj’s website at www.utgmix.com. Plc Uutechnic Group Oyj’s annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, will be made available for inspection at the company’s head office and on the aforementioned web site no later than on 4 March 2020. The draft resolutions, the remuneration policy and the financial statement documents will be available also at the Annual General Meeting, and copies of the draft resolutions and this summons will be sent to the shareholders upon request. The minutes of the Annual General Meeting will be available for inspection on the aforementioned web site as of 8 April 2020.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
- Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 13 March 2020 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 20 March 2020 at 16:00 by giving a prior notice of participation, which shall be received by the company no later than on the above mentioned date. Such notice can be given:
- a) by placing a telephone call to +358 400 613 896;
- b) by e-mail to address firstname.lastname@example.org; or
- c) by sending a letter to the address Plc Uutechnic Group Oyj, Muottitie 2, 23500 Uusikaupunki, Finland.
The registration must include the name, identity code, address, and telephone number of the shareholder, as well as the name of the possible assistant. Information disclosed by the shareholders to Plc Uutechnic Group Oyj will be used solely in connection with processing the general meeting and related necessary registrations.
- 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, i.e. on 13 March 2020, 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 registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 20 March 2020 by 10:00 AM. As regards nominee registered shares this constitutes due registration for the 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 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 general meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
- 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 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 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 in originals to Plc Uutechnic Group Oyj, Muottitie 2, 23500 Uusikaupunki, Finland before the last date for registration.
- Other instructions 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 to be considered at the meeting.
On the date of this invitation to the general meeting, the total number of shares in the company is 56 501 730 shares, which represents 56 501 730 votes.
In Uusikaupunki on 4 March 2020
PLC UUTECHNIC GROUP OYJ
The Board of Directors
Jouko Peräaho, CEO, Plc Uutechnic Group Oyj, +358 500 740 808