Notice of the Annual General Meeting 2020 of Relais Group Plc

Relais Group Plc
Company release, 18.5.2020 at 9 a.m. EET

Notice is given to the shareholders of Relais Group Plc of the Annual General Meeting to be held on Monday 8 June 2020 at 4 p.m. at the company’s headquarters in Vantaa. Shareholders and their proxy representatives may participate in the meeting only by voting in advance and by making counterproposals and presenting questions in advance in accordance with this notice and other instructions by the company. It is not possible to attend the meeting in person.

The Board of Directors of the company has resolved on an exceptional meeting procedure under the temporary legislation (Act 290/2020) which entered into force on 1 May 2020. In order to contain the spread of the COVID-19 pandemic, the Annual General Meeting will be held without the presence of the shareholders or their proxy representatives. This is necessary in order to ensure the health and safety of the company’s shareholders, personnel and other stakeholders as well as to organize the meeting in a predictable way allowing equal means for shareholders to participate while also ensuring compliance with the current restrictions set by the authorities. For these reasons, shareholders and their proxy representatives can participate in the meeting and exercise shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. Further instructions are provided below in this notice in section C Instructions for the participants in the General Meeting.  The Board of Directors and the CEO of company will not attend the meeting. There will be no addresses by the Board or management at the meeting and no webcast will be provided.   
  

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the General Meeting:


1. Opening of the meeting


2. Calling the meeting to order

Attorney-at-Law Juha Kujala will act as the Chairman of the meeting. 

Should Juha Kujala be prevented from acting as the Chairman for a weighty reason, the Board will appoint another person it deems most suitable to act as the Chairman.

 
3. Election of person to scrutinize the minutes and to supervise the counting of votes

Attorney-at-Law Jarkko Hankaa will scrutinise the minutes and supervise the counting of votes at the meeting. 

Should Jarkko Hankaa be prevented from acting as the person to scrutinize the minutes and to supervise the counting of votes for a weighty reason, the Board will appoint another person it deems most suitable to act as the person to scrutinize the minutes and to supervise the counting of votes. 


4. Recording the legality of the meeting
 

5. Recording the attendance at the meeting and adoption of the list of votes

All shareholders attending who have voted in advance during the voting period and who in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act are entitled to attend the meeting will be recorded to have attended the meeting. The list of votes will be adopted on the basis of information provided by Euroclear Finland Ltd.
 

6. Presentation of the financial statement, the report of the Board of Directors, and the auditor’s report for the  year 2019

Since the Annual General Meeting may only be attended through advance voting, the report of the Board of Directors and the financial statements containing the auditor’s report, published by the company on 5 March 2020, are considered to have been presented to the Annual General Meeting. The publications are available on the company’s website at https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/.
 

7. Adoption of the financial statements


8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends

The parent company’s assets eligible for-profit distribution on 31 December 2019 amounted to EUR 65,626,626.33, of which profit for the financial year is EUR 804,846.05.

The Board of Directors proposes that distributable earnings be left in equity and that no dividend for the financial period 2019 be paid to shareholders.

9. Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability
 

10. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses

The Board of Directors proposes that the members of the Board of Directors to be elected at the General Meeting will not be paid any remuneration for Board or Committee membership for the term ending in the Annual General Meeting of 2021.

Any travel expenses of the members of the Board or Board Committees will be compensated in accordance with the company’s travel expense regulations.
 

11. Resolution on the number of members of the Board of Directors

The Board of Directors proposes that four full members be elected to the Board of Directors. 


12. Election of the members of the Board of Directors

The Board of Directors proposes that the earlier members Kari Stadigh, Olli-Pekka Kallasvuo, Katri Nygård and Jesper Otterbeck be re-elected as members of the Board of Directors. The Board’s proposal is consistent with a notification received by the Board in support of the proposal from shareholders representing a total of 70,8% of the shares and votes of the company.

All candidates have consented to their election. 

The current members of the Board of Directors proposed as Board members have been intro-duced on Relais Group Plc’s website at https://relais.fi/en/investors/corporate-governance/board-of-directors/.


13. Resolution on the remuneration of the auditor

The Board of Directors proposes that remuneration for the auditor be paid against the auditor’s invoice approved by the company. 


14. Election of the auditor

The Board of Directors proposes that authorized public accountants PricewaterhouseCoopers Oy, who have named authorized Public Accountant Janne Rajalahti as the principal auditor, be elected as the auditor. 


15. Authorizing the Board of Directors to decide on the acquisition of own shares

The Board of Directors proposes that the General Meeting authorize the Board of Directors to resolve on the acquisition of a maximum of 1,682,000 of the company’s own shares in one or more tranches using the company’s unrestricted equity.  

The company may buy back shares in order to develop its capital structure, finance and implement any corporate acquisitions or other transactions, implement share-based incentive plans, pay board fees or otherwise transfer or cancel them. 

The company may buy back shares in public trading on marketplaces whose rules and regulations allow the company to trade in its own shares. In such a case, the company buys back shares through a directed purchase, i.e. in a proportion other than its shareholders’ holdings of company shares, with the consideration paid for the shares based on their publicly quoted market price so that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorization period, and, similarly, their maximum price equals the highest market price quoted in public trading during that period.  

The authorisation is proposed to be effective until the end of the Annual General Meeting held in 2021, yet no further than until 30 June 2021. This authorization shall supersede the buyback authorization granted at the earlier General Meetings.   


16. Authorizing the Board of Directors to decide on a share issue and on granting stock options and other special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on issuing a maximum of 3,364,000 shares in a share issue or on granting special rights (including stock options) entitling holders to shares as referred to in Chapter 10 Section 1 of the Companies Act, in one or several tranches.  

This authorization is proposed to be used to finance and implement any prospective corporate acquisitions or other transactions, to implement the company’s share-based incentive plans, or for other purposes determined by the Board. 

The authorization is also proposed to grant the Board the right to decide on all terms and conditions governing the share issue and the granting of said special rights, including the subscribers or the recipients of said special rights and the payable consideration. The authorization also includes the right to issue shares by deviating from the shareholders’ pre-emptive rights, i.e. by issuing them in a directed manner. The authorization of the Board covers both the issue of new shares and the transfer of any shares that may be held by the company.  

The authorisation is proposed to be effective until the end of the Annual General Meeting held in 2021, yet no further than until 30 June 2021. This authorization shall supersede previous authorizations resolved in General Meetings concerning the issue of shares and special rights entitling to shares.


17. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

This notice which includes all the Board’s proposals on the agenda of the Annual General Meeting is available on Relais Group Plc’s website at https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/. The financial statement, the report of the Board of Directors as well as the auditor’s report of Relais Group Plc are available on the above-mentioned website. 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 on 22 June 2020 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
 

In order to contain the spread of the COVID-19 pandemic, the Annual General Meeting will be held so that the shareholder or their proxy representative cannot be present at the venue. This is necessary especially in order to ensure the health and safety of the shareholders, employees and other stakeholders of the company and to ensure compliance with the current restrictions set by the authorities. It is also not possible for a shareholder or a proxy representative to participate in the meeting by means of real-time telecommunications. Shareholders and their proxy representatives can participate in the meeting and exercise their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance.
 

1. Shareholders registered in the shareholders’ register

Shareholders who are on the record date of the General Meeting, Wednesday 27 May 2020, registered on the company’s list of shareholders, maintained by Euroclear Finland Oy, are entitled to attend the meeting. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the shareholders’ register of the company. A shareholder may not participate in the General Meeting in any other manner than by voting in advance in the manner described below and by making counterproposals and presenting questions in advance. If you do not have a Finnish book-entry account, please see section 4. Holders of nominee-registered shares.
 

2. Registration and advance voting

The registration period and advance voting period commence on Monday 25 May 2020, when the deadline for delivering counterproposals to be put to a vote has expired. Shareholders entered in the shareholders’ register of the company who wish to attend the General Meeting by voting in advance must give notice of their attendance and vote in advance, and the company must receive such notice and votes no later than, by 12 p.m. on Monday 1 June 2020.

When registering, requested information such as the name, personal identification number, address and telephone number of the shareholder as well as requested information on a possible proxy representative such as the name and personal identification number of the proxy representative must be provided. Personal data provided by the shareholders is used only in connection with the General Meeting and with processing the necessary registrations related to the meeting. Previous notices of participation which have been given for the Annual General Meeting which was convened to be held on 26 March 2020 are not deemed to constitute notices of participation for this Annual General Meeting.

Shareholders with a Finnish book-entry account can register and vote in advance on certain items on the agenda of the General Meeting during the period between 25 May 2020 at 10 a.m. and 1 June 2020 at 12 p.m. by the following means:

a) through the company’s website at https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/;

Please note that the number of the shareholder’s book-entry account is required for voting in advance. The terms and other instructions concerning electronic voting are available on the company’s website at https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/.

b) via mail or email 

Shareholders may submit the advance voting form available on the company’s website at https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/ to Euroclear Finland Ltd by email to yhtiokokous@euroclear.eu or by mail to Euroclear Finland Ltd, Annual General Meeting / Relais Group Plc, P.O. Box 1110, 00101 Helsinki, Finland. The voting form will be available on the company’s website as of Monday 25 May 2020.

When submitting a voting form, a representative or proxy of a shareholder must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting.

If a shareholder participates in the General Meeting by delivering votes in advance to Euroclear Finland Oy, the delivery of the votes shall constitute due registration for the General Meeting.

The terms and other instructions concerning voting by mail or e-mail are available on the company’s website https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/.
 

3. Proxy representative and proxy documents

A shareholder may participate in a General Meeting by way of proxy representation. A proxy representative of a shareholder must also vote in advance in the manner described in this notice. The representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their 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 by regular mail to Euroclear Finland Oy, Annual General Meeting / Relais Group Plc, PL 1110, 00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu before the end of the registration period, by which time the documents must be received by Euroclear Finland Oy. This requirement also applies to shareholders who have delivered proxy documents to the company for the General Meeting planned to be held on 26 March 2020.

Delivery of a proxy document and votes in advance to Euroclear Finland Oy before the expiration of the period for the notice of participation constitutes due registration for the General Meeting if the information required for registering for the meeting set out in C.2. above is included in the documents.
 

4. 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 they on the record date of the General Meeting, i.e. on Wednesday 27 May 2020, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. Participation in the General Meeting additionally requires that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register kept by Euroclear Finland Ltd no later than on Wednesday 3 June 2020 at 10 a.m. 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 their custodian bank. The account management organisation of the custodian bank shall register a holder of nominee-registered shares who wishes to participate in the General Meeting into the temporary shareholders’ register of the company at the latest by the time stated above. In addition, the account management organisation of the custodian bank must arrange voting in advance on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares. 

Further information on these matters is also available on the company’s website https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/.


5. Other instructions and information

Shareholders holding at least one hundredth of all shares in the company have the right to make a counterproposal to the proposals for resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the company by e-mail to info@relais.fi by no later than Friday 22 May 2020 at 10 a.m. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings. The counterproposal will be considered at the General Meeting provided that the shareholder has the right to participate in the General Meeting and that the shareholder holds shares corresponding to at least one hundredth of all shares in the company on the record date of the General Meeting. If the counterproposal will not be taken up for consideration at the General Meeting, the votes given in favour of the counterproposal will not be taken into account. The company will publish possible counterproposals to be put to a vote on the company’s website https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/ by no later than Monday 25 May 2020.

A shareholder may present questions on the matters on the agenda of the meeting pursuant to Chapter 5, Section 25 of the Companies Act until Monday 25 May 2020 4 p.m. by e-mail to  info@relais.fi. Such questions by shareholders, responses to such questions by the company‘s management as well as other counterproposals than those put up to a vote on are available on the on the company‘s website https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/by no later than Thursday 28 May 2020. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the company of their shareholding.

The information concerning the Annual General Meeting required under the Companies Act and the Securities Market Act is available on the company's website https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/. 

On the date of this notice of the General Meeting 18 May 2020 the total number of shares in Relais Group Plc, and votes represented by such shares, is 16,820,050.

Changes in shareholding after the record date of the General Meeting 27 May 2020 do not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.

Additional information on the arrangements concerning the Annual General Meeting is available at https://relais.fi/en/investors/corporate-governance/annual-general-meetings/annual-general-meeting-2020/.

In Vantaa on 18 May 2020

Relais Group Plc
Board of Directors

Further information:

CEO Arni Ekholm,  

Email: arni.ekholm@relais.fi 

Telephone: +358 40 760 3323 

Certified Advisor:

Evli Bank Plc

Telephone: +358 40 579 6210

Distribution:

Nasdaq Helsinki Ltd

Financial Supervisory Authority

Main media

www.relais.fi

Relais Group in brief

Relais Group is an importer and technical wholesaler that actively develops its vehicle electrical equipment and spare parts business operations in the Nordic and Baltic countries. Relais Group creates added value for its customers by offering vehicle spare parts, electrical equipment and specialist services throughout the life cycle of vehicles in a reliable, efficient and timely manner. As a strongly growth-oriented company, Relais Group aims to be an industry forerunner in the vehicle life cycle enhancement business. Relais Group's net sales in 2019 were EUR 98.9 million. On 31 December 2019, the company employed 258 people in five different countries.

www.relais.fi