Notice to EAB Group Plc’s Annual General Meeting
EAB Group Plc, Stock Exchange Release, 28 August 2020, 9:20 a.m. (EET)
Notice to EAB Group Plc’s Annual General Meeting
EAB Group Plc’s shareholders are invited to the Annual General Meeting to be held on Tuesday 22 September 2020 at 10.00 EET at the company’s premises at Kluuvikatu 3, 3rd floor, Helsinki. The reception of participants enrolled to the meeting will begin at 09.30 EET.
ITEMS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting the following matters will be considered:
- 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 financial statements, annual report, and the auditor’s report for 2019
CEO’s review
- Adoption of the financial statements
- Use of the profit shown on the balance sheet and resolution on the payment of return of capital
The parent company’s distributable funds on the 31.12.2019 totaled 20.9 million of which the loss for the period amounted to EUR 0.5 million. As a deviation from what was previously published in an Annual Report 2019 the Board of Directors proposes that assets are not distributed.
- Resolution on the discharge from liability of the members of the Board of Directors and the CEO
- Review of Remuneration Policy
The remuneration policy for governing bodies will be published at least three weeks before the Annual General Meeting. After been published, the remuneration policy will be available in Finnish on the company’s website at www.eabgroup.fi/sijoittajat/hallinnointi/palkitseminen.
- Resolution on the remuneration of the members of the board of directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the members of the Board of Directors be paid remuneration as follows:
Board members independent of the company and independent of its major shareholders be paid 22,500 euro per term for their service on the Board (22,500 euro in year 2019). Chairman of the Board be paid 30,000 euro per term for service on the Board (22,500 euros in year 2019). No remuneration be paid to Board members or Chairman working for EAB Group or otherwise dependent of the company or its major shareholders. Travel expenses are remunerated in accordance with true expenses.
In accordance with the proposal, forty (40) % of the annual remuneration is settled with the company’s shares. Remaining amount of remuneration is settled with cash. Shares for remuneration are acquired from the Helsinki stock exchange during the three months following the date the company’s half-year report is to be published. The company defrays the expenses following from acquisition of shares.
In case the acquisition of shares is not possible for example due the lack of liquidity of the shares at the time and by the mean mentioned above, the portion of the remuneration that cannot be paid in shares may be paid in cash.
The shares acquired for Board members are not to be assigned until three years from purchase, or until the membership of the Board has ended, whichever is later.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that seven (7) members be appointed on the Board of Directors.
13. Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors members Therese Cedercreutz, Pasi Kohmo, Topi Piela, Juha Tynkkynen, Janne Nieminen and Vincent Trouillard-Perrot, be re-elected to the Board of Directors, and Helge Arnesen is elected as a new member.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that Therese Cedercreutz will be appointed as Chairman of the Board of Directors.
Among the proposed members, Therese Cedercreutz, Pasi Kohmo, Topi Piela and Juha Tynkkynen have been assessed to be independent of the company and of the company’s major shareholders. Among the proposed members, Janne Nieminen, Vincent Trouillard-Perrot and Helge Arnesen are dependent on the company or its major shareholders.
Term of office for member of the Board of Directors will end to close of the Annual General meeting of 2021. Relevant information of above-mentioned candidates is displayed in Finnish on the company’s website at www.eabgroup.fi/sijoittajat/hallinnointi/hallitus.
14. Resolution on the remuneration of the Auditor
Based on the guidelines given from the Audit Committee the Board of Directors proposes to the Annual General Meeting that compensation and travel expenses be paid to the company’s Auditor against an invoice approved by the company.
15. Election of the Auditor
Due to guidelines given from the Audit Committee the Board of Directors proposes to the Annual General Meeting that the KPMG Oy Ab, with APA Tuomas Ilveskoski as an auditor in charge, be re-elected as the company’s Auditor for the accounting period of 2020.
16. Authorization of the Board of Directors to decide on the acquisition of the company’s own shares
The Board of Directors proposes that it will be authorized to decide on the acquisition or acceptance as pledge, of a maximum of 1,300,000 of the company's shares (corresponding to 9.39% of the company's shares and votes).
The shares would be acquired in public trading on the marketplace maintained by Nasdaq Helsinki Ltd, at the market price at the time of the purchase, not in proportion with the shareholdings of the company's shareholders, using the company's distributable equity. The acquisitions and the payment of the shares will be executed in accordance with the rules of the Nasdaq Helsinki marketplace.
There must be a weighty economic reason for the acquisition of shares, such as the use of shares or special rights to develop the company's capital structure, as consideration in corporate acquisitions or other restructuring, to finance investments or as part of the company's incentive plan. The acquisition or acceptance as pledge of company´s own shares will reduce the amount of the company's reserves of unrestricted equity.
The Board of Directors may decide on other details related to the acquisition of company´s own shares.
The authorization is valid until 22 February 2022.
The authorization will supersede the authorization for acquisition of company´s own shares issued on 5 April 2019.
17. Closing of the meeting
ANNUAL GENERAL MEETING DOCUMENTS
The proposals for the decisions on the matters on the agenda of the general meeting as well as this notice are available in Finnish on EAB Group Plc’s website at www.eabgroup.fi/sijoittajat/hallinnointi/yhtiokokous.
The financial statement, annual report, auditor’s report as well the remuneration policy and remuneration report of EAB Group Plc are available on the above-mentioned website no later than 28 August 2020. The proposals for decisions and the other above-mentioned documents are also available at the 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 from 6 October 2020.
INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 10 September 2020 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 17 September 2020 at 10.00 EET by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date and time. Such notice can be given:
• on the company’s website at www.eabgroup.fi/sijoittajat/hallinnointi/yhtiokokous;
• by telephone: 0201 558 610 on weekdays from 9.00 - 16.00; or
• by regular mail to: EAB Group Plc, Annual General Meeting, Kluuvikatu 3, 00100 Helsinki.
In connection with the registration, a shareholder shall notify his/her name, personal identification number/business ID-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 EAB Group Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall be able to prove his/her identity and/or right of representation.
2. 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 10 September 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 Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary share-holders’ register held by Euroclear Finland Ltd at the latest by 17 September 2020 by 10.00 EET. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the Meeting or the number of voting rights held in the 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 ac-count 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.
3. 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 in a reliable manner demonstrate his/her right to represent the shareholder at the 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 to EAB Group Plc, Annual General Meeting, Kluuvikatu 3, 00100 Helsinki, before the last date for registration.
4. Other instructions and information
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 of the Annual General Meeting 28 August 2020, the total number of shares and votes in EAB Group Plc is 13,843,272.
There is no catering at the meeting. With regard to meeting arrangements, the instructions given by the authorities are followed.
Helsinki 28 of August 2020
EAB GROUP PLC
Board of Directors
Further information:
EAB Group Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@eabgroup.fi
Therese Cedercreutz, Chairman of the Board
+358 40 544 2502
therese.cedercreutz@miltton.com
Elite Alfred Berg offers responsible investment and asset management services for private investors, institutions and professional investors. Elite Alfred Berg is the marketing name of the EAB Group. The Group's parent company EAB Group Plc’s shares are listed on the Nasdaq Helsinki stock exchange. The Group companies include EAB Asset Management Ltd, which offers asset management activities, and EAB Fund Management Ltd, which acts as a fund company and authorised alternative investment fund manager. The Group’s customer base consists of individuals and corporations that are served nationwide in 13 different locations. The Group employs 86 investment professionals, and more than 20 tied agents provide its services. On behalf of its clients, the Group manages assets of EUR 3 billion. Explore EAB Group’s services at www.eabgroup.fi.
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