Notice to Extraordinary General Meeting of Toivo Group Plc
Toivo Group Plc company release 30 June 2022 at 4:30 p.m. (EEST)
Notice is given to the shareholders of Toivo Group Plc (the “Company”) to participate in the Extraordinary General Meeting to be held on 31 August 2022 at 9 a.m. (EEST) at the office of Bird & Bird Attorneys Ltd at Mannerheimintie 8, 00100 Helsinki. The reception of persons registered for the meeting and distribution of voting tickets will begin at 8.30 a.m. (EEST).
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
3. Election of the person to scrutinize the minutes and verify the counting of votes
4. Recording the legality of the meeting
5. Recording attendance at the meeting and adoption of the voting list
6. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the number of members of the Board of Directors will be five (5).
7. Election of a member of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that Jonna Toikka is elected as a new member of the Company’s Board of Directors for a term of office that ends at the end of the first Annual General Meeting following the election.
Jonna Toikka, MSc (Econ), has served as the Country Lead of Google Ads in Finland since 2019, where she is the business owner for Google Ads Sales in Finland. She has also served as the Industry Head of Google Finland in 2011–2019. Prior to working at Google, she has held various management positions in tourism and advertising companies during 2001–2011. Toikka has also been the Chair of the Board of the Finnish Marketing Association (MARK) in 2017–2019 and member of the Board of IAB Finland in 2010–2011.
Toikka has given her consent to the election. Toikka is independent of the Company and its major shareholders. Further information on the board member candidate is available on the Company’s website at investors.toivo.fi.
8. Amendment of the Articles of Association
The Board of Directors proposes to the General Meeting that the Company’s Articles of Association be amended by adding a new clause no. 11 which reads in its entirety as follows:
”11. GENERAL MEETING’S PLACE AND REMOTE MEETINGS
A General Meeting may be organized at the domicile of the company or in Espoo as decided by the Board of Directors.
A General Meeting may also be convened remotely without a physical meeting place so that all persons participating to the meeting shall participate through an online telecommunications connection and technical device. A shareholder participating in the remote meeting shall be able to use all of its shareholders’ rights in equal manner to General Meetings organized in a physical meeting place.”
9. Closing of the meeting
B. General Meeting documents
This notice, which includes all the proposals for resolutions on the matters on the agenda of the General Meeting, is available on the Company’s website at investors.toivo.fi. All of the proposals are also available at the General Meeting. The minutes of the General Meeting will be available on the above-mentioned website on 14 September 2022 at the latest.
C. Instructions for the participants of the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 19 August 2022 in the shareholders' register of the Company 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 shareholders' register of the Company.
A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the General Meeting, shall register for the meeting no later than 26 August 2022 at 10.00 (EEST) by giving a prior notice of participation to the Company. The notice has to be received by the Company before the end of the registration period.
Such notice can be given:
- by email to info@toivo.fi or by phone to +358 40 847 6206;
or
- by mail to Toivo Group Plc/EGM 2022, Gransinmäki 6, FI-02650 Espoo, Finland.
In connection with the registration, a shareholder or a proxy representative is required to provide the shareholder’s name, personal ID/company ID and address as well as the name and personal ID of the proxy representative, if applicable. The personal data given to Toivo Group Plc by shareholders is only used in connection with the General Meeting and with the processing of related necessary registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove 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 19 August 2022 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 temporarily registered into the shareholders' register of the Company held by Euroclear Finland Ltd. at the latest by 26 August 2022 by 10.00 (EEST). 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 the necessary instructions
regarding the registration in the temporary shareholders' register of the Company, the issuing of proxy
documents and 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 wants 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 of a shareholder 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.
Possible proxy documents are requested to be sent to the email address info@toivo.fi or alternatively to the address Toivo Group Plc/EGM 2022, Gransinmäki 6, FI-02650 Espoo, Finland, before the registration period ends. A template for proxy document will be available on the Company’s website at investors.toivo.fi.
4. Other information
Information concerning the General Meetings required under the Companies Act and the Securities Markets Act is available on the company’s website at investors.toivo.fi.
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 54,986,226. On the date of this notice, the Company has no treasury 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 by a shareholder in the General Meeting.
In Helsinki on 30 June 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
About Toivo
Toivo is a Finnish real estate company that was founded in 2015. Its business consists of developing apartment lots, constructing housing and ownership of apartments. The Company’s business model is unique as Toivo’s business combines the value chain of real estate business from development and construction to ownership, management and rental of a completed property. Toivo manages the entire life cycle of residential real estate with its own team, from raw land development to renting apartments. This way Toivo is able to generate additional value to its customers, shareholders and stakeholders.
Toivo’s strategy is to develop apartments in accordance with the Toivo concept. The apartments aim for a strong development margin and a stable and attractive return, and this way enable long-term ownership and the generation of higher additional value to Toivo’s customers. Toivo has a knowledgeable and experienced team of experts with strong merits in the real estate business. The members of Toivo’s team have been involved in the development and construction of over 17,000 apartments, and they have an average of ten years of experience.
Toivo’s revenue in 2021 was EUR 13.6 million and its operating profit was EUR 15.8 million.