Notice of the Annual General Meeting of Terveystalo 2020
Stock Exchange Release 13 February 2020 at 9:01 EET
Notice is given to the shareholders of Terveystalo Plc of the Annual General Meeting to be held on Thursday, 2 April 2020 at 3:00 p.m. at Finlandia Hall, Mannerheimintie 13e, Helsinki, Finland. The reception of attendees, who have registered for the meeting, will commence at 2:00 p.m.
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording of the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2019
- Review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend as well as authorization of the Board of Directors to resolve on the payment of dividend
On 31 December 2019, the parent company’s distributable funds totalled EUR 533.7 million, of which EUR 41.1 million was profit for the financial year. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.13 per share (totaling approximately EUR 16.6 million with the current number of shares) be paid based on the balance sheet adopted for the financial year ended 31 December 2019. The dividend would be paid to a shareholder registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the dividend record date of 6 April 2020. The dividend would be paid on 15 April 2020.
The Board of Directors further proposes, that the Board of Directors be authorized to resolve in its discretion on the payment of dividend as follows:
The amount dividend to be paid based on the authorization shall not exceed EUR 0.13 per share. The authorization is valid until the opening of the next Annual General Meeting.
Unless the Board of Directors decides otherwise for a justified reason, the authorization will be used to pay dividend one time during the period of validity of the authorization. In this case the Board of Directors will make a separate resolution on the payment of dividend so that the preliminary dividend record date is 6 October 2020 and the preliminary payment date is 13 October 2020. The Company shall make separate announcement of such resolution and confirm the final record and payment dates in such announcement.
The dividend to be paid based on a resolution of the Board of Directors will be paid to a shareholder registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the dividend record date.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the remuneration policy for governing bodies
Presentation of the Company’s remuneration policy for the Company's governing bodies and the General Meeting’s advisory resolution on the approval of the policy.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the following remuneration be paid to the members of the Board during the next term:
- Annual remuneration of the Chairman EUR 85,000
- Annual remuneration of the Vice-Chairman EUR 50,500
- Annual remuneration of the members EUR 40,250
- Annual remuneration of the Chairman of the Audit Committee EUR 50,500.
Additionally, the following attendance fees shall be paid for each Board and Committee meeting: EUR 625 for members residing in Finland, EUR 1,300 for members residing elsewhere in Europe and EUR 2,600 for members residing outside of Europe. For Board and Committee meetings that are held by telephone or other electronic means, the attendance fee shall be EUR 625. Travel expenses are proposed to be reimbursed in accordance with the Company’s travel policy.
In addition, the Shareholders’ Nomination Board proposes the annual remuneration of the Board to be paid as a combination of Company's shares and cash in such a manner that 40% of the annual remuneration is paid in shares in the possession of the Company or, if this is not possible, in the Company’s shares purchased from the market, and 60% is paid in cash. The Company will reimburse the transaction costs and capital transfer tax related to trading. Attendance fees are proposed to be paid in cash.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be seven (7).
13. Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting, for a term that ends at the end of the Annual General Meeting 2021, that Dag Andersson, Lasse Heinonen, Kari Kauniskangas, Åse Aulie Michelet, Katri Viippola, and Tomas von Rettig be re-elected as members of the Board and that Niko Mokkila be elected as a new member of the Board.
The Shareholders’ Nomination Board recommends that Kari Kauniskangas is re-elected as the Chairman of the Board of Directors and Tomas von Rettig as the Vice Chairman of the Board.
All candidates have given their consent to the position and the Nomination Board has assessed all candidates to be independent of the Company. Dag Andersson, Kari Kauniskangas, Lasse Heinonen, and Åse Michelet are also independent of the Company's major shareholders.
The curriculum vitae of the proposed new member of the Board, Niko Mokkila, is attached to this notice. The biographical details of Board members proposed for re-election can be found at Company's website: https://www.terveystalo.com/en/Company/Contact-information/Board-of-Directors/
The current members of the Board Paul Hartwall and Olli Holmström have announced that they are not available for re-election to the Board of Directors.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Audit Committee, that the auditor’s fees be paid against an invoice approved by the Company.
15. Election of the auditor
In accordance with the Audit Committee's recommendation, the Board of Directors proposes that KPMG Oy Ab, a firm of authorised public accountants, be elected as the auditor of the company for the term of office ending at the end of the Annual General Meeting of the year 2021. KPMG Oy Ab has announced that Henrik Holmbom, APA, would be acting as the principal auditor.
The proposal of the Board of Directors including the recommendation of the Audit Committee is available on the company’s website https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2020
16. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares as follows:
The number of own shares to be repurchased shall not exceed 12,803,653 shares, which corresponds to approximately 10 per cent of all shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2021.
17. Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows:
The number of shares to be issued shall not exceed 12,803,653 shares, which corresponds to approximately 10 per cent of all shares in the Company.
The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2021.
18. Resolution on authorizing the Board of Directors to resolve on donations for charitable purposes
The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board of Directors to decide on donations in a total maximum of EUR 150,000 for charitable or corresponding purposes and to authorize the Board of Directors to decide on the donation recipients, purposes of use and other terms of the donations. The authorization is proposed to remain effective until the end of the Annual General Meeting 2021 and in any event no longer than for a period of 18 months from the date of the resolution of the Annual General Meeting.
19. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for resolutions on the matters on the agenda of the General Meeting as well as this notice are available on Terveystalo Plc’s website at https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2020
The Annual Report, which includes the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, as well as the remuneration policy of Terveystalo Plc, are available on the above-mentioned website on week 9, 2020. The proposals for decisions and the other above-mentioned documents are also available at the General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 16 April 2020 at the latest.
C. Instructions for the participants in the Annual General Meeting
1. Right to participate and registration
Each shareholder who is on 23 March 2020 registered in the Company’s shareholders’ register held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the Company’s shareholders’ register.
A shareholder who is registered in the Company’s shareholders’ register and who wants to participate in the General Meeting, shall register for the meeting no later than on 30 March 2020 at 10:00 a.m. (Finnish time) by giving a prior notice of participation, which shall be received by the Company no later than on the above-mentioned time. Such notice can be given:
a) on the Company’s website at https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2020 ;
b) by telephone to +358 20 770 6904 from Monday to Friday from 9:00 a.m. to 4:00 p.m. (Finnish time); or
c) by regular mail to Terveystalo Plc, AGM/Legal & Compliance, Jaakonkatu 3, 00100 Helsinki, Finland.
In connection with the registration, a shareholder is required to notify his/her name, personal identification number, address, telephone number, the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data is used only in connection with the General Meeting and the processing of related registrations.
A shareholder, his/her authorized representative or proxy representative should, where necessary, be able to prove at the General Meeting 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 General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on 23 March 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 General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 30 March 2020 at 10:00 a.m. (Finnish time). 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 shareholders’ register of the Company, the issuing of proxy documents and the registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to 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.
3. Proxy representatives and powers of attorney
A shareholder may participate in the 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 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.
Proxy documents should be delivered to Terveystalo Plc, AGM/Legal & Compliance, Jaakonkatu 3, 00100 Helsinki, Finland before the last date for registration. The original proxy document should be presented at the general meeting at the latest, if required.
4. Other information
The information concerning the General Meeting required under the Companies Act and the Securities Market Act is available at https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2020
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the 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, the total number of shares in the Company and votes represented by such shares is 128,036,531. On the date of this notice the Company holds a total of 730,000 of its own shares.
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held in the General Meeting.
In Helsinki, 13 February 2020
TERVEYSTALO PLC
The Board of Directors