Notice to Annual General Meeting of Toivo Group Plc
Toivo Group Plc company release 4 March 2022 at 9:00 a.m. EET
Notice is given to the shareholders of Toivo Group Plc (“the Company”) to participate in the Annual General Meeting to be held on Thursday 31 March 2022 at 9:00 a.m. at the office of Bird & Bird Attorneys Ltd at Mannerheimintie 8, 00100 Helsinki. In order to prevent the spread of Covid-19 pandemic, the Annual General Meeting will be held without shareholders and their proxy representatives being present at the meeting venue. Shareholders in the Company and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. Instructions for shareholders are presented in this notice under section C: “Instructions for the participants in the Annual General Meeting.”
The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act to limit the spread of Covid-19 pandemic (375/2021), which entered into force on 8 May 2021. The Company has resolved to take actions enabled by the temporary legislative act in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company’s shareholders, personnel and other stakeholders.
All shareholders are invited to join the virtual event for shareholders, which will take place after the Annual General Meeting at 3:00 p.m. In this event, shareholders can view the presentations by the Chair of the Board of Directors and by the CEO, followed by a Q&A session where the participants can present questions online. However, shareholders are requested to take into consideration that the questions presented in the Q&A session are not questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act must therefore be presented in advance as instructed in this notice under section C: “Instructions for participants in the Annual General Meeting.” More information on the virtual event for shareholders and instructions for participating are presented on the Company’s website at https://sijoittajille.toivo.fi/en/corporate_governance/annual_general_meeting2022.
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
The Chair of the Annual General Meeting will be Mika Puurunen, attorney-at-law. If there is a weighty reason preventing Mika Puurunen from acting as the Chair of the Annual General Meeting, the Board of Directors will name another person it deems most suitable to act as the Chair.
3. Election of the person to scrutinize the minutes and verify the counting of votes
The person to scrutinize the minutes and verify the counting of votes will be Vuokko Rajamäki, attorney-at-law. If there is a weighty reason preventing Vuokko Rajamäki from acting as the person to scrutinize the minutes and verify the counting of votes, the Board of Directors will name another person it deems most suitable to act in the role.
4. Recording the legality of the meeting
5. Recording attendance at the meeting and adoption of the voting list
Shareholders who have voted in advance during the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded as having been represented at the meeting. The voting list will be adopted according to the information provided by Euroclear Finland Ltd and Innovatics Ltd.
6. Presentation of the financial statements, the Board of Directors' report and the auditor’s report for the year 2021
As participation in the Annual General Meeting is possible only in advance, the Finnish annual report, which includes the Company’s financial statements, the Board of Directors’ report and the auditor’s report, published by the company on 2 March 2022 and available on the Company‘s website at https://sijoittajille.toivo.fi/en/reports_and_presentations, will be deemed to have been presented to the Annual General Meeting.
7. Adoption of the financial statements
The Board of Directors proposes that the Annual General Meeting adopt the financial statements for 2021.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that no dividend be distributed on the basis of the balance sheet adopted for the financial year ended 31 December 2021.
As the Board of Directors has proposed no dividend be distributed, shareholders have the right to demand a minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act, which would amount to a total of approximately EUR 0.8 million, that is approximately EUR 0.015 per share. A minority dividend must be distributed if the demand is supported by shareholders who hold at least one tenth of all shares. A shareholder demanding a minority dividend can vote for the minority dividend in the advance voting and no separate demand or a counterproposal is required.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 1 January – 31 December 2021
10. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that members of the Board of Directors be paid the following fees:
- Chair and other members of the Board of Directors: EUR 1,600 per month each
The annual fee for the members of the Board of Directors is paid in cash.
Both Asko Myllymäki and Tomi Koivukoski have declared to the Shareholders’ Nomination Board that if the Annual General Meeting elects them as members of the Board of Directors, they will waive their fees.
11. 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 remains the same at four (4).
12. Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that Asko Myllymäki, Harri Tahkola, Petri Kärkkäinen and Tomi Koivukoski are re-elected as members of the Company’s Board of Directors.
All candidates have given their consent to the election. Candidate information pertinent to the membership of the Board of Directors is available on the Company’s website at sijoittajille.toivo.fi/en/.
Candidates Harri Tahkola and Petri Kärkkäinen are independent of the Company and its major shareholders. Asko Myllymäki and Tomi Koivukoski are independent of the Company but dependent on its major shareholder.
The Nomination Board will propose to the Board of Directors’ constitutive meeting taking place after the Annual General Meeting that Asko Myllymäki shall continue as the Chair of the Board of Directors.
13. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor’s fees be paid against the Auditor’s reasonable invoice approved by the Company.
14. Election of the Auditor
The Board of Directors proposes that KPMG Oy Ab, authorized public accountants, be re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. KPMG Oy Ab has announced that it will appoint Timo Nummi, APA, as the auditor with principal responsibility.
15. 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 5,308,622 shares, which corresponds to approximately 10 per cent of all shares in the Company on the day of this notice. 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, among other things, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).
The authorization allows the repurchase and/or the acceptance as pledge of shares in order to, among other things, develop the Company’s capital structure, to finance or implement eventual acquisitions, investments or other arrangements that are part of the business, or to be used in the Company’s incentive or reward systems.
The authorization is effective until the end of the next Annual General Meeting; however, no longer than 30 June 2023.
16. 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 Finnish Limited Liability Companies Act as follows.
The number of shares to be issued on the basis of this authorisation shall not exceed 20,000,000 shares, which corresponds to approximately 38 per cent of all shares in the Company on the day of this notice.
The Board of Directors decides on all terms 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 authorization is effective until the end of the next Annual General Meeting; however, no longer than 30 June 2023.
17. Closing of the meeting
B. Annual General Meeting documents
This notice, which includes all the proposals for resolutions on the matters on the agenda of the Annual General Meeting, as well as the Finnish annual report of Toivo Group Plc, which includes the Company’s financial statements, the Board of Directors’ report and the Auditor’s report, are available on the Company’s website at sijoittajille.toivo.fi/en. The minutes of the Annual General Meeting will be available on the above-mentioned website on 14 April 2022 at the latest.
C. Instructions for the participants in the Annual General Meeting
In order to prevent the spread of Covid-19 pandemic, the Annual General Meeting will be held without shareholders and their proxy representatives being present at the meeting venue. Shareholders and their proxy representatives cannot participate in the meeting through real-time telecommunications either. Shareholders in the Company and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance in the manner instructed below.
1. Shareholder registered in the register of shareholders
Each shareholder who on the record date of the Annual General Meeting, 21 March 2022, is registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their Finnish book-entry account is registered in the Company’s register of shareholders. Shareholders cannot participate in the Annual General Meeting by any other means than voting in advance in the manner instructed below as well as by making counterproposals and presenting questions in advance.
2. Registration and advance voting
Registration for the meeting and advance voting will begin on 10 March 2022 after the deadline for making counterproposals to be placed for a vote has ended. A shareholder registered in the Company’s register of shareholders who wishes to participate in the Annual General Meeting by voting in advance, must register for the Annual General Meeting and vote in advance no later than by 24 March 2022 at 4:00 p.m., by which time the registration and votes must have been received.
When registering, a shareholder is requested to provide information such as their name, date of birth and contact details. The personal data given by the shareholder to the Company or Innovatics Ltd is used only in connection with the Annual General Meeting and with the processing of related registrations.
Shareholder with a Finnish book-entry account may register and vote in advance on certain matters on the agenda of the Annual General Meeting from 10:00 a.m. on 10 March 2022 until 4:00 p.m. on 24 March 2022 in the following ways:
a) through the website https://investors.toivo.fi/en/corporate_governance/annual_general_meeting2022
Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by a Finnish or Swedish bank ID or mobile certificate.
b) by mail or email
A shareholder who votes in advance by mail or email shall send the advance voting form, available on the company’s website at https://sijoittajille.toivo.fi/en/corporate_governance/ annual_general_meeting2022, or corresponding information to Innovatics Ltd by mail to Innovatics Ltd, Annual General Meeting / Toivo Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email to agm@innovatics.fi.
If the shareholder participates in the Annual General Meeting by sending the votes in advance by mail or email to Innovatics Ltd, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the Annual General Meeting, provided that the shareholder’s message includes the information requested on the advance voting form required for registration.
Instructions relating to advance voting are available on the company’s website at https://sijoittajille.toivo.fi/en/corporate_governance/annual_general_meeting2022. Additional information on the registration and advance voting is available during the registration period by telephone on +358 (0)10 281 8909 Mon–Fri from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and use his/her rights by proxy. The proxy representative of a shareholder may participate in the Annual General Meeting only by voting in advance on behalf of the shareholder in the manner instructed above.
Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent. Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. The statutory right of representation may be demonstrated by using the suomi.fi electronic authorizations service, which is in use in the online registration service.
Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
A template for proxy document and voting instructions will be available on the Company’s website at https://sijoittajille.toivo.fi/en/corporate_governance/annual_general_meeting2022 no later than on 10 March 2022 when the advance voting period begins. Possible proxy documents should be sent primarily in connection with the registration and advance voting as attachments, or alternatively to Innovatics Ltd by mail to Innovatics Ltd, Annual General Meeting / Toivo Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email to agm@innovatics.fi before the registration period ends (24 March 2022 at 4:00 p.m.), by which time the proxy documents must be received.
4. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, on the basis of which he/she on the record date of the Annual General Meeting on 21 March 2022 would be entitled to be registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder, on the basis of such shares, has been registered in the temporary register of shareholders maintained by Euroclear Finland Ltd at the latest by 10:00 a.m. on 28 March 2022. Regarding nominee-registered shares, this constitutes registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request from their custodian bank without delay the necessary instructions regarding temporary registration in the Company’s register of shareholders, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall temporarily register a holder of nominee-registered shares who wants to participate in the Annual General Meeting in the Company’s register of shareholders at the latest by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee-registered shares within the registration period for nominee-registered shares.
5. Other instructions/information
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal concerning the items on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals must be sent to the Company by mail to Toivo Group Oyj, Yhtiökokous, Teknobulevardi 7, 01530 Vantaa or by email to info@toivo.fi no later than by 4:00 p.m. on 8 March 2022. In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. The counterproposal is placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should a counterproposal not be placed for a vote at the meeting, advance votes in favor of the proposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company’s website at https://sijoittajille.toivo.fi/en/corporate_governance/ annual_general_meeting2022 no later than by 10 March 2022.
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the meeting. Such questions must be submitted in the electronic registration service or sent by email to agm@innovatics.fi by 4:00 p.m. on 17 March 2022. Such questions from shareholders, the answers by the Company’s management and any counterproposals that have not been placed for a vote are available on the Company’s website at https://sijoittajille.toivo.fi/en/corporate_governance/ annual_general_meeting2022 no later than on 22 March 2022. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding.
Information on the Annual General Meeting required by the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the Company’s website at https://sijoittajille.toivo.fi/en/corporate_governance/annual_general_meeting2022.
On the date of this notice, the total number of shares in the Company and votes represented by such shares is 53,086,226. On the date of this notice, the Company has no treasury shares.
Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of voting rights held by a shareholder in the Annual General Meeting.
In Helsinki on 4 March 2022
Toivo Group Plc
Board of Directors
Further information
Markus Myllymäki
CEO
Toivo Group Plc
Tel. +358 (0)40 847 6206
markus.myllymaki@toivo.fi
Certified Adviser: Danske Bank A/S, Finland branch, +358 (0)50 575 4422