Invitation to the Annual General Meeting of Fellow Finance Plc
FELLOW FINANCE PLC COMPANY ANNOUNCEMENT 9.3.2020 AT 5:50 PM
Fellow Finance Plc’s shareholders are hereby invited to the Annual General Meeting of Shareholders (AGM) to be held on 3 April 2020 at 2.00 pm at address Iso Roobertinkatu 20-22 A (Auditorio Roba), 00120 Helsinki, Finland. Registration and the distribution of voting papers will begin at 1.30 pm.
A. MATTERS TO BE HANDLED IN THE ANNUAL GENERAL MEETING
The following matters will be discussed at the AGM:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the examiner of the minutes and the supervisor for counting of votes
4. Establishing the legality of the meeting
5. Recording the attendance at the meeting and confirming the voting list
6. Presentation of the Financial Statements for 2019, Annual Report and the Auditor's Report - CEO’s review
7. Deciding on adopting the parent company’s and Group’s Financial Statements and Report by the Board of Directors
8. Use of the profit shown in the Balance Sheet and deciding on the payment of dividend
At the end of the financial period 2019 the parent company ́s distributable assets were 14.069.654,18 euros of which the financial period’s 2019 profit was 596.832,07 euros. The Board of Directors proposes to the Annual General Meeting of Shareholders, which will be held 3.4.2020 that no dividend shall be paid for the financial period of 2019.
9. Discharging the members of the Board of Directors and the CEO from liability
10. Presentation of the Remuneration Policy
The Board of Directors presents the Remuneration Policy, attached to this notice, to the annual general meeting.
11. Deciding the number and remuneration of the members of the Board of Directors
Shareholders who represent a total of approximately 34,9% of the company’s shares have proposed that the number of the members of the Board of Directors be set at five (5). The shareholders have proposed that an annual remuneration of EUR 15,000 be paid to each member of the company’s Board of Directors and EUR 20,000 to the Chairman of the Board of Directors who are elected for the term that ends at the closing of the AGM 2021 for their Board work. The remuneration is not paid to the members of the Board of Directors who are employed by the company.
12. Election of the Board of Directors
Shareholders who represent a total of approximately 34,9% of the company’s shares have proposed that, of the present members of the Board of Directors Jorma Alanne, Kai Myllyneva, Teemu Nyholm, Harri Tilev and Esa Laurila be re-elected to the Board. All the proposed members of the Board of Directors have given their consent to serving on the Board.
Introduction and holdings of shares of all those proposed for Board service can be found on the Fellow Finance Plc’s website www.fellowfinance.com/company/corporate-governance.
13. Deciding the remuneration of the Auditor
The Board of Directors proposes to the AGM that the Auditor's fee shall be paid as reasonably invoiced and approved by the company.
14. Election of the Auditor
The Board proposes that the AGM would elect Timo Helle, APA, from Advico Finland Oy as the company's Auditor.
The Auditor's term of office shall end at the closure of the next AGM.
15. Authorising the Board of Directors to decide on the conveyance of treasury shares
The Board of Directors proposes that the AGM authorise the Board of Directors to decide on the procurement of a maximum of 100,000 of the company’s own shares in one or several tranches using the company’s unrestricted shareholders' equity. Except for the ratio of the shareholders’ ownership, the shares are procured in Nasdaq Helsinki Ltd’s public trading for the current market price of the time of trading.
The authorisation is proposed to remain in force until the closure of the company’s next AGM, however no later than 30 June 2021. The authorisation concerning the previous conveyance of treasury shares (100,00 shares) of the company shall end at the closure of the AGM on 3 April 2020.
The authorisation may be used, for example, to implement potential company acquisitions or key employee incentive schemes or for other purposes decided by the Board of Directors. Shares procured on the basis of the authorisation may be transferred, retained by the company or voided. The Board of Directors can decide all of the other terms and conditions pertaining to the procurement of own shares.
16. The Proposal of Fellow Finance's Shareholders' Nomination Board to the next Annual General Meeting
The Shareholders' Nomination Board propose to the Annual General Meeting that the Nomination Board's Rules of Procedure shall be amended so that the following paragraph is deleted:
“Employees of the company or a member of its Board of Directors shall not be elected to be a part of the Shareholders’ Nomination Board, except from the Chairman of the Board of Directors, who is participating in the Shareholders’ Nomination Board as an expert member”
The Shareholders' Nomination Board propose to the Annual General Meeting that the attached Nomination Board's Rules of Procedure shall be accepted.
17. Authorising the Board to decide on issuing shares and option rights and other special rights entitling to shares
The Board of Directors proposes to the AGM that the AGM authorises the Board of Directors to decide on the issue of shares and other special rights entitling to shares pursuant to the Limited Liability Companies Act, section 10, subsection 1, in one or several tranches, either for a fee or free of charge.
The number of shares to be issued, including shares received based on special rights, shall be a total maximum of 400,000 shares. The Board of Directors may decide on issuing new shares or assign shares possibly held by the company. The proposed total maximum of shares of the authorisation is approximately 5.6% of all the company’s shares based on the situation on the date of the Invitation to the Annual General Meeting.
The authorisation gives the Board of Directors the right to decide on all the terms and conditions of the share issue and granting of specific rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right. It is proposed that the authorisation be used, for example, to pay company acquisitions, or incentive payments based on the key employees’ incentive system, or for other purposes defined by the Board of Directors. It is also proposed that the authorisation would include the right to decide whether the subscription price of the share is subscribed in full or in part in the reserve for invested unrestricted equity or as an increase of the share capital.
The authorisation is proposed to remain in force until the closure of the company’s next AGM, however no later than 30 June 2021. The previous authorisation of the Board of Directors shall end at the closure of the AGM on 3 April 2020.
18. Closing of the meeting
B. AGM DOCUMENTS
The above-mentioned proposals for decisions included in the agenda of the AGM, this Invitation to the Annual General Meeting, Financial Statements, Report by the Board of Directors and Auditor’s Report are available on Fellow Finance Plc’s website at the address: www.fellowfinance.com.
Proposals included in the agenda and other above-mentioned documents are also available in the AGM and can be downloaded and printed from the company’s website.
C. INSTRUCTIONS FOR THOSE ATTENDING THE AGM
Shareholders registered in the shareholders' register
Shareholders registered in the shareholders' register of the company maintained by Euroclear Finland Ltd. on 24 March 2020 (AGM record date) shall be entitled to attend 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 registered in the shareholders' register of the company and wishing to attend the AGM shall make a notice of participation by 3.00 pm on 27 March 2020 at the latest, this being the deadline within which the notice of participation must have arrived to the company.
Shareholders may make a notice of participation for the AGM:
Via email firstname.lastname@example.org or by phone: +358 757 568 603, from Monday–Friday from 9.00 am to 5.00 pm. When registering, shareholders should provide their name, personal identification number/business identity code, address, telephone number, and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. All personal data provided will only be used for the purposes of the AGM and in connection with processing the necessary registrations relating to the meeting.
Shareholders, their representatives, or proxy representatives present at the meeting should, where required, be able to prove their identity and/or authorisation to represent a shareholder.
Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings are entitled to attend the AGM on the basis of shares held on the record date, i.e. 24 March 2020, that would entitle them to be included in the shareholders' register maintained by Euroclear Finland Ltd. (AGM record date). Attendance also requires that these shareholders are included temporarily in the shareholders' register maintained by Euroclear Finland Ltd. by 3.00 pm on 27 March 2020, at the latest. This is considered as registering a shareholder with nominee-registered holdings to attend the AGM.
Shareholders with nominee-registered holdings are encouraged to request their trustee, in sufficient time, for the necessary instructions concerning temporary registration with the shareholders' register, issuing letters of proxy, and registering for the meeting in good time. The account operator of the trustee should register shareholders with nominee-registered holdings, who wish to attend the AGM, in the shareholders' register on a temporary basis by the date and time referred to above, 3.00 pm on 27 March 2020, at the latest.
Use of a proxy and authorisations
A shareholder is entitled to participate and make use of his or her rights as a shareholder at the Annual General Meeting by proxy. A person holding a shareholder's proxy should be in possession of a dated letter of proxy or otherwise be able to show in a reliable manner that he or she is entitled to act in this capacity on behalf of a shareholder. In the event that a shareholder is represented by more than one proxy representative representing shares held in different securities accounts, each proxy representative should state which shares he or she represents when registering to attend the AGM.
Possible shareholders' letters of proxy should be sent as a scanned copy via email (email@example.com) and as originals to Fellow Finance Plc, Annual General Meeting, Pursimiehenkatu 4 A, 00150 Helsinki, Finland to reach the company before the last date for registration 27 March 2020 at 3.00 pm.
Shareholders attending the Annual General Meeting shall be entitled under Chapter 5, Section 25 of the Finnish Companies Act to request information with respect to the matters to be considered at the Annual General Meeting.
Fellow Finance Plc has, on the date of the Invitation to the Annual General Meeting, a total of 7,173,625 shares and votes.
In Helsinki, 9 March 2020
FELLOW FINANCE PLC
BOARD OF DIRECTORS