Notice to attend the Extraordinary General Meeting of shareholders of Sanitec Corporation
The shareholders of Sanitec Corporation (the “Company” or “Sanitec”) are hereby given notice to attend the extraordinary general meeting (the “Meeting”) on Monday 9 March 2015 at the offices of Sanitec Holdings Sweden AB, a wholly owned indirect subsidiary of Sanitec Corporation, in address Kungsbroplan 3A, 112 27 Stockholm, Sweden at 14:00 Swedish time (the "Meeting").
INSTRUCTIONS FOR PARTICIPATION, NOTICE TO ATTEND AND PROXIES
Participation in the Meeting
Each shareholder, who is registered as such in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date 25 February 2015, has the right to participate in the Meeting. Shareholders, whose shares are registered on his/her personal Finnish book-entry account, are registered as shareholders in the aforementioned shareholders’ register.
Shareholders who are directly registered in the shareholders' register maintained by Euroclear Finland Oy must in addition to the above give a notice of their intention to attend the Meeting to Sanitec no later than 4 March 2015 at 16:00 Finnish time. Such notice shall be given by email to ir@sanitec.com or by phone +358 40 705 0028 or by a written notice to the Company on the address Sanitec Corporation "Extraordinary General Meeting", Kaupintie 2, 00440 Helsinki, Finland.
Holders of nominee registered shares have the right to participate in the Meeting representing such shares, which he/she would have been entitled to be registered for in the shareholders’ register held by Euroclear Finland Oy on the record date, 25 February 2015. The right to participate requires, in addition, that the shareholder for such shares has been reported to be temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy no later than 4 March 2015 by 10 a.m. Finnish time. Such temporary registration in the shareholders’ register held by Euroclear Finland Oy constitutes a notice to attend the Meeting and no further actions from holders of nominee registered shares are required. A shareholder intending to temporarily register its shares must notify its nominee well in advance of 4 March 2015 and instruct the nominee to arrange for such temporary registration of the shareholder in the shareholders´ register maintained by Euroclear Finland Oy.
Shareholders, whose shares are registered with Euroclear Sweden AB, are to observe what is stated under the next heading below.
Participation in the Meeting for shareholders whose shares are registered with Euroclear Sweden AB
Shareholders with shares registered with Euroclear Sweden AB must, to fulfil the requirements for participation in the Meeting, observe the following:
(i) the shareholder must be registered in the shareholders’ register maintained by Euroclear Sweden AB not later than on 25 February 2015, and
(ii) the shareholder must request from Euroclear Sweden AB temporary registration in the shareholders’ register maintained by Euroclear Finland Oy. Such request must be made on a special form, held available through the Company's website http://investors.sanitec.com/en/egm2015 and must be submitted to Euroclear Sweden AB no later than on 25 February 2015 at 15:00 Swedish time.
Shareholders whose shares are registered in the name of a nominee in the shareholders’ register maintained by Euroclear Sweden AB must, in order to fulfil item (i) above, request a temporary registration of the shares in their own names in the register. A shareholder intending to temporary register its shares must notify its nominee well in advance of 25 February 2015 and instruct the nominee to arrange
for such temporary registration of the shareholder in the shareholders´ register maintained by Euroclear Sweden AB.
The request of temporary registration in the shareholders' register in accordance with item (ii) above constitutes a notice to attend the Meeting. Hence, no further action is required from shareholders submitting the form to Euroclear Sweden AB in accordance with item (ii) above.
Proxy representatives, power of attorneys, documents of authorisations etc.
Irrespective of whether a shareholder has its shares registered with Euroclear Finland Oy or with Euroclear Sweden AB, a shareholder intending to participate by representation of a proxy or representative at the Meeting, should send a power of attorney, certificate of registration or other documents of authorisation to Sanitec at the following address well before the Meeting, and no later than on 25 February 2015:
Sanitec Corporation
c/o Euroclear Sweden AB
Box 191
SE-101 23 Stockholm
Sweden
A template proxy form is available on the Company's website http://investors.sanitec.com/en/egm2015. Shareholders cannot vote or in other way attend the Meeting from a distance via post, remote connection or other technical device.
Shareholders and shareholder proxies may be accompanied by no more than two advisors at the Meeting.
PROPOSED AGENDA AND RESOLUTIONS
- Opening of the Meeting
- Election of Chairman at the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to check and verify the minutes
- Determination of whether the Meeting has been duly convened
- Revoking the decision to establish a shareholders' Nomination Committee
The Board of Directors proposes that since Geberit Investment Oy is the owner of more than 99 per cent of Sanitec Corporation's shares and votes, the Meeting revokes the decision to establish a shareholders' Nomination Committee made by the Annual General Meeting of Sanitec Corporation on 13 May 2014.
- Resolution on the remuneration of the members of the Board of Directors
The Company's shareholder Geberit Investment Oy representing more than 99 per cent of Sanitec Corporation's shares and votes proposes that no remuneration will be paid to the Board of Directors of Sanitec Corporation.
- Resolution on the number of members of the Board of Directors
The Company's shareholder Geberit Investment Oy representing more than 99 per cent of Sanitec Corporation's shares and votes proposes that the Board of Directors of Sanitec Corporation shall consist of 6 members, including the Chairman.
- Election of members of the Board of Directors
The Company's shareholder Geberit Investment Oy representing more than 99 % of Sanitec Corporation's shares and votes proposes that Christian Buhl, Roland Iff, Karl Spachmann, Michael Reinhard, Egon Renfodt-Sasse and Albrecht Riebel will be elected to replace the current members of the Sanitec Corporation’s Board of Directors, including the Chairman. Information about the proposed members of the Board of Directors is available on the Company's website, http://investors.sanitec.com/en/egm2015.
- Election of the Chairman of the Board of Directors
The Company's shareholder Geberit Investment Oy representing more than 99 % of Sanitec Corporation’s shares and votes proposes that Christian Buhl will be elected as the Chairman of the Board of Directors.
- Closing of the Meeting
MISCELLANEOUS
The meeting place will open and reception of persons who are registered for the Meeting will commence on 13:30 Swedish time.
Shares and votes
There are a total number of 100,000,000 shares of one series with equal voting rights corresponding to 100,000,000 votes. As per the date of this convening notice the Company holds 139,198 own shares. Own shares do not entitle to the participation to the Meeting and such shares shall not be taken into account when calculating the qualified majorities, if applicable.
Documentation
This notice and proposals presented herein are published via a stock exchange release and will be available, together with materials referred to in this notice on the Company's website http://investors.sanitec.com/en/egm2015, at the Company's offices at Kaupintie 2, 00440 Helsinki, Finland, and will be sent to those shareholders who so requests and state their postal address or email address. The documents can be requested by phone +358 10 662 5426 or under the address Sanitec Corporation, Kaupintie 2, 00440 Helsinki, Finland.
Language
The Meeting will be held in Swedish.
Shareholders right to request information
Shareholders present at the Meeting have the right to request information regarding the items dealt with at the Meeting in accordance with Chapter 5 Paragraph 25 in the Finnish Companies Act.
Helsinki on 13 February 2015
SANITEC CORPORATION
THE BOARD OF DIRECTORS
_____________
For further information about Sanitec, visit www.sanitec.com or contact ir@sanitec.com
___________
For additional information, please contact:
Niklas Alm
Head of Investor Relations
ir@sanitec.com
mob. 46 76 855 7836
Noora Koikkalainen
Head of Corporate Communications
sanitec.corporation@sanitec.com
tel. 358 10 662 5426
About Sanitec – “Home of the Bathroom”
Sanitec is the leader in bathroom ceramics in Europe. We have a unique portfolio of some of the most well-known brands with deep roots in the European fixtures markets, strategically positioned to address local markets. We care passionately about people’s needs when it comes to complete bathroom concepts, providing products that stand for guaranteed quality, high level of innovation and attractive design. Stable relationships with key stakeholders in the value chain and our unique brand strengths foster our leading position as well as the loyalty and trust amongst our customers, our network of installers and the end users of our products.
Sanitec operates an integrated European group with an unparalleled local presence to provide the best value when it comes to bathroom products. In 2013 net sales amounted to EUR 702 million. Our production network includes 18 production facilities throughout Europe and currently Sanitec employs approximately 6,200 people. Our head office is located in Helsinki, Finland. The shares in Sanitec Corporation are traded on NASDAQ Stockholm under the symbol “SNTC”.
For more information about Sanitec, please visit www.sanitec.com.