Notice to EAB Group Plc’s Annual General Meeting
EAB Group Plc, Stock Exchange Release, 4 March 2021, 9:00 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 Thursday 25 March 2021 as from 11.00 EET. The meeting is held through exceptional arrangements without the presence of the shareholders at the Company’s premises at Kluuvikatu 3, 3rd floor, Helsinki.
The Board of Directors of the Company has resolved upon an exceptional General Meeting procedure pursuant to a temporary act (Act No 677/2020 on temporary derogation from the Limited Liability Companies Act, hereinafter the “Temporary Act”). In order to limit the spread of COVID-19 pandemic, the General Meeting is held without the presence of the shareholders at the meeting place. This is necessary so that the General Meeting can be held in a predictable manner considering the health and safety of the shareholders, personnel of the Company and other stakeholders. The centralised proxy representative designated by the Company will represent the shareholders in the General Meeting in a manner specified in Section C “Instructions for persons participating in the meeting” below.
The shareholders can participate in the meeting and exercise their rights only by voting in advance by using the centralised proxy representative designated by the Company and by presenting their counterproposals and questions in advance in accordance with this invitation and other instructions given by the Company. The instructions for shareholders can be found in Section C “Instructions for persons participating in the meeting” of this invitation.
It is not possible to participate in the meeting in person at the meeting place, but the shareholders can observe the meeting online. A link to the meeting will be separately provided by email to the shareholders registered for the General Meeting. The shareholders should note that the persons observing the meeting online are not considered participating on the General Meeting. The shareholders observing the meeting are not entitled to, inter alia, vote or present questions pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act during the meeting. The attendance list and the voting results are determined solely based on the early voting. The shareholders do not thus have an opportunity to exercise voting right when observing the meeting, the votes shall rather be cast in advance.
The Chairman of the Board of Directors and the Managing Director will participate in the General Meeting. The other management of the Company will not participate in the meeting.
A. ITEMS ON THE AGENDA OF THE GENERAL MEETING
At the Annual General Meeting the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law Juha Koponen acts as Chairman. In case Juha Koponen is, due to a weighty reason, prevented from acting as Chairman, the Board of Directors shall designate as Chairman a person it considers the most appropriate. The Chairman may designate a Secretary for the Meeting.
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
Eeva Terho, LL.M acts as person to scrutinise the minutes and to supervise the counting of votes. In case Eeva Terho is, due to a weighty reason, prevented from acting as person to scrutinise the minutes and to supervise the counting of votes, the Board of Directors shall designate as person to scrutinise the minutes and to supervise the counting of votes a person it considers the most appropriate.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
The shareholders who have voted in advance within the time limit of early voting and who are, pursuant to Chapter 5, Sections 6 and 6 a of the Limited Liability Companies Act, entitled to participate in the meeting, are regarded as shareholders participating in the meeting. The register of votes is adopted based on the information provided by Euroclear Finland Oy.
6. Presentation of the financial statements, annual report, and the auditor’s report for 2020
The Annual Report of the Company, which includes the Company’s financial statements, consolidated financial statements, the report of the Board of Directors and the auditor’s report of 2020, will be published on 4 March 2021 at the latest and will be available as from the publication on the Company’s webpage.
Since it is possible to participate in the General Meeting only by voting in advance, the financial statements of 2020, including the profit and loss statement, balance and cash flow statement along with their appendices as well as consolidated financial statements and the report of the Board of Directors, and the auditor’s report, shall be deemed to have been presented to the General Meeting.
7. Adoption of the financial statements, including the adoption of the Consolidated Financial Statements
8. Use of the profit shown on the balance sheet and resolution on the payment of dividend
The parent company’s distributable funds on the 31.12.2020 totalled 21.5 million of which the profit for the period amounted to EUR 0.5 million. The Board of Directors proposes that it be authorized to decide, at its discretion, on the distribution of the dividend as follows:
The amount of the dividend to be distributed on the basis of the authorization is a maximum of EUR 0.05 per share. The rest of the distributable assets will remain in equity. Pursuant to the Limited Liability Companies Act, when making any decisions on the payment of dividend, the Board must assess the company’s solvency and financial standing. Furthermore, the Board must assess the impact of dividend distribution on the company’s solvency when considering the changes in solvency regulation that will enter into force in 2021.
The Company will publish any possible decisions on dividend payment by the Board of Directors separately, and simultaneously confirm the dividend record and payment dates. Possible dividend will be paid to shareholders who on the applicable record date for the dividend payment will be recorded in the Company’s shareholders’ register maintained by Euroclear Finland Oy.
When deciding on the possible payment of a dividend, the Board of Directors shall assess the Company's solvency and financial position as required by the Companies Act. In addition, the Board of Directors will assess the impact of the dividend distribution on the Company's solvency ratio, taking into account future changes in solvency regulation in 2021.
The authorization shall remain in force and effect until the beginning of the next Annual General Meeting of the Company.
Since the Board of Directors proposes the Board of Directors to be authorised to resolve on the payment of dividend (when the proposal on the payment of dividend surpasses the amount of minority dividend as set out in Chapter 13, Section 7 of the Limited Liability Companies Act), the shareholders are entitled to demand the minority dividend as set out in Chapter 13, Section 7 of the Limited Liability Companies Act.
The minority dividend shall be distributed, if the demand is supported by the shareholders who have no less than one tenth of the aggregate shares. The amount of minority dividend is EUR 247,824.17 i.e. EUR 0.018 per share. The shareholder demanding the minority dividend can vote in favour of minority dividend in the early voting, and no separate demand or counterproposal needs to be made.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO for the financial period 1 January 2020 through 31 December 2020
10. Review of Remuneration Report
The Board of Directors proposes that the Remuneration Report for the Company’s governing bodies for 2020 be approved. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The remuneration report for governing bodies will be published no later than three weeks before the General Meeting. After having been published, the remuneration report will be available in Finnish on the Company’s website at www.eabgroup.fi/sijoittajat/hallinnointi/palkitseminen.
Since is possible to participate in the General Meeting only remotely, the remuneration report for governing bodies for 2020 shall be deemed to have been presented to the General Meeting.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the members of the Board of Directors be paid remuneration as follows:
Board members independent of the Company are paid 22,500 euro per term for their service on the Board (22,500 euro in year 2020). Chair of the Board be paid 30,000 euro per term for service on the Board (30,000 euros in year 2020).
The members of the Audit Committee are paid 2,500 euros per term for their services in the Audit Committee.
No remuneration be paid to Board members or Chairman working for EAB Group or otherwise dependent of the Company. Travel expenses are remunerated in accordance with true expenses.
Forty (40) % of yearly 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 on expenses following from acquisition of shares. Remuneration for the work of the Audit Committee is paid in cash.
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 sold before three years from purchase, or 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 General Meeting that the number of members of the Board of Directors remain unchanged at eight (8).
13. Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the current members of the Board of Directors members Helge Arnesen, Julianna Borsos, Therese Cedercreutz, Pasi Kohmo, Janne Nieminen, Topi Piela, Juha Tynkkynen and Vincent Trouillard-Perrot are re-elected to the Board of Directors.
The Shareholders’ Nomination Board proposes to the General Meeting that Therese Cedercreutz will be appointed as Chair 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. Julianna Borsos is independent of the Company, but not its major shareholders. Helge Arnesen, Janne Nieminen and Vincent Trouillard-Perrot are dependent on the Company and its major shareholders.
Term of office for member of the Board of Directors will end to close of the Annual General meeting of 2022. 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 General Meeting that compensation of performed work and travel expenses would be paid to the Company’s Auditor based on an invoice approved by the company.
15. Election of the Auditor
Based on the guidelines given from the Audit Committee the Board of Directors proposes to the General Meeting that the KPMG Oy Ab, with APA Tuomas Ilveskoski as an auditor in charge, would be reappointed as the Company’s Auditor for the accounting period of 2021.
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 authorised 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, as part of the Company's incentive plan or remuneration of board of directors. 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 the Company´s own shares.
The authorisation is valid until 25 September 2022.
The authorisation will supersede the authorisation for acquisition of the Company´s own shares issued on 22 September 2020.
17. Closing of the meeting
B. GENERAL MEETING DOCUMENTS
This notice, which includes all proposals for the decisions on the matters on the agenda of the General Meeting, is available in Finnish on EAB Group Plc’s website at www.eabgroup.fi/sijoittajat/hallinnointi/yhtiokokous on 4 March 2021 at the latest.
The financial statement, annual report, auditor’s report as well the remuneration report of EAB Group Plc are available on the above-mentioned website no later than 4 March 2021. 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 General Meeting will be available on the above-mentioned website on 8 April 2021 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
In order to limit the spread of COVID-19 pandemic, the Annual General Meeting is held so that the shareholders cannot show up at the meeting place. The shareholders of the Company can participate in the meeting and exercise their rights only by voting in advance by using the centralised proxy representative and presenting, considering the limitations of the Temporary Act, counterproposals and questions in advance.
1. Shareholders registered in the shareholders’ register
A shareholder, who is registered on 15 March 2021 in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to vote 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.
2. Registration
The registration for the General Meeting commences on 11 March 2021 at 4 p.m. EET. The shareholder, who is registered in the shareholders’ register of the Company and wishes to participate in the General Meeting, shall register by 22 March 2021 at 10:00 a.m. EET at the latest.
The General Meeting can be registered for by the following means:
• On the Company’s website at www.eabgroup.fi/sijoittajat/hallinnointi/yhtiokokous;
• By telephone: +358 20 155 8610 on weekdays 9 a.m. EET through 4 p.m. EET; or
• By regular mail: EAB Group Oyj, Yhtiökokous, Kluuvikatu 3, 00100 Helsinki.
The name, social security number or Business Identity Code, address, telephone number of the shareholder and the name shall be given when registering. The personal information given by the shareholders to EAB Group Plc are only processed in the context of the General Meeting and when processing the necessary registrations relating thereto.
3. Voting in advance
The voting period commences on 11 March 2021 at 4 p.m. EET when the deadline for counterproposals to be taken to the voting has expired and when the Company has published the possible counterproposals to be taken to the voting on the Company’s website and expires on 22 March 2021 at 10 a.m. EET at the latest, by which the registration and voting instructions must be received in a manner specified below.
The shareholder may participate in the General Meeting and exercise their rights therein by a centralised proxy representative designated by the Company, who is Eeva Terho, LL.M from Borenius Attorneys Ltd. or a person independent of the Company designated by her from Borenius Attorneys Ltd. The proxy representative represents the shareholder and exercises their voting rights in accordance with the Power of Attorney and voting instructions given by the shareholder. The executed Power of Attorney including the voting instructions shall be delivered to Eeva Terho by regular mail or by email (contact information below) prior to the end of registration period and voting period, by which the said documents must be received. The authorisation of a proxy representative designated by the Company does not incur any expenses to the shareholders except for possible expenses incurring from the delivery of proxy materials.
The contact information of the proxy representative designated by the Company:
• Mail address: Borenius Attorneys Ltd., Eeva Terho, Eteläesplanadi 2, 00130 Helsinki.
• Email: EAB.AGM2021@borenius.com
• Telephone: +358 20 713 3130
The delivery of voting instructions prior to the end of time limit of registration and voting on 22 March 2021 at 10 a.m. EET shall also be deemed as registration for the General Meeting provided that the message of the shareholder includes the required information mentioned in the voting instructions.
A model of proxy and voting instructions are available on the Company’s website at www.eabgroup.fi/sijoittajat/hallinnointi/yhtiokokous by 10 March 2021 at 12 a.m. EET at the latest, when the deadline for counterproposals to be taken to the voting has expired and when the Company has published the possible counterproposals to be taken to the voting on the Company’s website.
4. Holder 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 15 March 2021, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The participation 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 22 March 2021 by 10 a.m. EET. As regards nominee registered shares this constitutes due registration for the 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 General Meeting from his/her custodian bank. The account management organisation 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.
5. Making of counterproposals to resolution proposals and sending questions in advance
The shareholders who have no less than one hundredth of the aggregate shares in the Company, as set out in the Temporary Act, are entitled to make a counterproposal to be taken to the voting on the resolution proposals on the matters on the agenda of the General Meeting. Such counterproposals shall be provided to the Company by email addressed to AGM@eabgroup.fi by Monday 9 March 2021 at 4 p.m. at the latest.
The shareholders making counterproposals shall present an account of their shareholding when providing the counterproposal.
The counterproposal is taken to be addressed by the General Meeting provided that the shareholder is entitled to participate in the General Meeting, the shareholder has registered for the General Meeting and the shareholder owns no less than one hundredth of the aggregate shares in the Company on the record date of the General Meeting. If the counterproposal is not taken to be processed in the General Meeting, the votes casted in favour of the counterproposals are not considered. The Company publishes the possible counterproposals to be voted upon at its website at www.eabgroup.fi/sijoittajat/hallinnointi/yhtiokokous on 10 March 2021 at the latest.
The shareholder may present questions as set in Chapter 5, Section 25 of the Limited Liability Companies Act on the matters to be addressed by the General Meeting by Thursday 11 March 2021, at 4 p.m. by email addressed to AGM@eabgroup.fi. Such questions of the shareholders, the Company’s answers to them as well as possible other counterproposals to be voted upon are available at the Company’s website at www.eabgroup.fi/sijoittajat/hallinnointi/yhtiokokous by Thursday 16 March 2021 at the latest. The condition for making questions is that the shareholder presents an account of their shareholding.
6. Other instructions and information
On the convocation date 4 March 2021, EAB Group Plc has a total of 13,843,272 shares entitling to an equal number of votes.
Helsinki 4 of March 2021
EAB GROUP PLC
Board of Directors
Further information:
EAB Group Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@eabgroup.fi
Therese Cedercreutz, Chair 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 88 investment professionals, and more than 20 tied agents provide its services. On behalf of its clients, the Group manages assets of over EUR 3 billion. Explore EAB Group’s services at www.eabgroup.fi.
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