Viking Line: Notice to Annual General Meeting
Viking Line Abp NOTICE TO GENERAL MEETING 21.04.2020, 9.00 AM
INVITATION TO THE ANNUAL GENERAL MEETINGThe shareholders in Viking Line Abp are invited to the Annual General Meeting, which will be held at 12.00 noon on Wednesday, May 13, 2020, at the Alandica Kultur & Kongress auditorium, Strandgatan 33, Mariehamn, Åland, Finland.
The reception of persons who have registered for the meeting and the distribution of voting tickets will begin at 11.00 a.m.
A. The items on the agenda of the Annual General Meeting
The Annual General Meeting will deal with the following items of business:
1. Opening of the Meeting
2. Calling of the Meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
4. Recording of the legality of the Meeting
5. Recording of attendance at the Meeting and adoption of the voting list
6. Presentation of the financial statements, the Report of the Directors and the Auditors’ Report for the financial year January 1–December 31, 2019.
- Brief overview from the President and CEO
7. Adoption of the financial statements and consolidated financial statements
8. Resolution to discharge the Company’s Board of Directors and President and CEO from liability for the financial year
9. Resolution on the distribution of the earnings shown in the balance sheet and on the payment of the dividend
- The Board of Directors of Viking Line Abp proposes that no dividend be paid for the financial year January 1–December 31, 2019.
10. Handling of the compensation policy for the Company’s Board of Directors, the President and CEO, and the Deputy CEO.
The compensation policy is published at vikingline.com/investors/corporate-governance/compensation-policy/
- The Board of Directors proposes that the compensation policy for the Company’s governing bodies (the Company’s Board of Directors, the President and CEO, and the Deputy CEO) be approved.
11. Resolution on the fees payable to the members of the Board of Directors
Resolution on the fees payable to the members of the Board of Directors and the Auditors
- The Board of Directors proposes that the fees payable to the members of the Board of Directors remain unchanged as follows:
Annual fee, Chairman of the Board 28,000 euros
Annual fee, other regular Board members 22,000 euros
Annual fee, deputy members of the Board 5,000 euros
In addition, a fee of 1,000 euros per meeting is proposed.
The Board also proposes that the Auditors’ fees be paid as invoiced.
12. Resolution on the number of Auditors and Deputy Auditors
- The Board of Directors proposes that the Company set the number of Auditors for the financial year 2020 at one and that one Deputy Auditor be appointed.
13. Election of Board members
The Board of Directors (in the capacity of the Nomination Committee) proposes that the following be elected as regular Board members: Ben Lundqvist, Chairman; Nils-Erik Eklund, Jakob Johansson, Stefan Lundqvist, Lars G Nordström, Laura Tarkka and Peter Wiklöf. It is proposed that Ulrika Danielsson, Erik Grönberg and Casper Lundqvist be elected as deputy members.
Board members Agneta Karlsson, Dick Lundqvist and Erik Grönberg have decided not to seek re-election. Erik Grönberg has accepted that he will be elected deputy member.
14. Election of Auditors
- The Board of Directors proposes to the Annual General Meeting that the auditing firm PricewaterhouseCoopers Oy be elected as Auditors for the period extending until the next ordinary General Meeting.
PricewaterhouseCoopers Oy has informed the Company that Authorized Public Accountant (CGR) Ylva Eriksson should serve as principal auditor.
The Board of Directors also proposes that the auditing firm PricewaterhouseCoopers Oy be re-elected as deputy auditor.
15. Any other business
16. Closing of the Meeting
B. Annual General Meeting documents
The proposals of the Board of Directors related to the list of agenda items above and this notice of invitation to the Annual General Meeting will be available on Viking Line Abp’s website, www.vikingline.com. Viking Line Abp’s financial statements, the Report of the Directors, the Auditors’ Report and the compensation policy are available on the website mentioned above. The Company’s printed annual report can be ordered online at: www.vikingline.com/investors/contact/. The Board’s proposals and the other documents mentioned above will also be available at the Meeting. Copies of these documents and of the invitation to the Meeting will be sent to shareholders at their request. The minutes of the Meeting will be available for viewing on the websites mentioned above by May 20, 2020, at the latest.
C. Instructions for participants in the Annual General Meeting
1. Shareholders registered in the Company’s shareholders’ register
Each shareholder who has been registered by no later than Thursday, April 30, 2020 (the record date of the Meeting), in the shareholders’ register maintained by Euroclear Finland Ab has the right to participate in the Annual General Meeting. Shareholders whose shares are registered in their personal Finnish book-entry account are registered in the Company’s shareholders’ register.
Shareholders who wish to participate in the Annual General Meeting must register for the Meeting by no later than 12.00 noon on Monday, May 11, 2020. Registration for the Annual General Meeting can be made:
a) by e-mail to bolagsstamma@vikingline.com
b) by e-mail to +358 18 277 27
c) or in writing to Viking Line Abp, Pb 166, AX-22101 Mariehamn, Åland.
When registering for the Meeting, shareholders shall provide their name and personal identification number as well as the name of any assistant or proxy representative and the personal identification number of this proxy representative.
The personal data that shareholders provide to Viking Line Abp will be used only for purposes connected to the Annual General Meeting and for the processing of related registrations.
Shareholders and their proxy representatives must be able to provide a valid form of identification and/or authorization at the meeting venue if required.
2. Holders of nominee registered shares
Holders of nominee registered shares are entitled to participate in the Annual General Meeting with the shares upon whose basis they would be entitled to be registered in the shareholders’ register maintained by Euroclear Finland Ab on the record date of the Meeting, April 30, 2020. Participation also requires that holders be registered in the temporary shareholders’ register on the basis of these shares by 10.00 a.m. on Wednesday, April 29, 2020. For nominee registered shares, this also constitutes registration to attend the Meeting. Changes in share ownership after the record date of the Meeting do not affect the right to participate in the Meeting or the number of the shareholder’s votes.
Holders of nominee registered shares are advised to request without delay from the custodian of their assets the necessary instructions regarding registration of the shareholder in the temporary shareholders’ register, the issuance of proxy documents and registration for the Annual General Meeting. The account management organization of the custodian will register a holder of nominee registered shares who wants to participate in the Meeting in the Company’s temporary shareholders’ register no later than the time mentioned above.
3. Proxy representatives and proxy documents
Shareholders may participate in the Annual General Meeting and exercise their rights here through a proxy representative. The shareholder’s proxy representative shall present a dated proxy document (power of attorney) or demonstrate in some other reliable manner his/her right to represent the shareholder. If a shareholder is represented by several proxies at the Meeting who represent the shareholder through different securities accounts, it should be specified which shares each proxy representative represents when registering for the Meeting.
Proxy documents (power of attorney) should be sent as a PDF file by email to bolagsstamma@vikingline.com.ax or by post to Viking Line Abp, PB 166, AX-22101 Mariehamn, Åland and be received by 12.00 noon on Monday, May 11, 2020, at the latest. Please mark the envelope “Annual General Meeting”.
4. Other instructions and information
Shareholders who are present at the Annual General Meeting are entitled to ask questions regarding the items on the agenda of the Meeting, pursuant to Chapter 5, Section 25 of the Finnish Companies Act.
On the day of this invitation to the Annual General Meeting, April 21, 2020, the total number of shares in Viking Line Abp is 10,800,000 shares, and the total number of votes in Viking Line Abp is 10,800,000 votes.
Other information about the Annual General Meeting: Because of the current situation, we would like the Annual General Meeting to be attended by as few people as possible.
• Shareholders with more than 50 per cent of Viking Line Abp’s votes have already noted prior to the Meeting that they will support all of the Board’s proposals, and the majority of them will not be present at the meeting but will only be represented through their power of attorney.
• The Annual General Meeting will be broadcast through a weblink on the Company’s website www.vikingline.com/investors/ so that everyone who wants to follow it will have with the opportunity to do so.
• Our recommendation to shareholders who want to participate is that they do so by sending their power of attorney to Viking Line Abp’s senior vice president of finance, Mats Engblom. They can indicate in their power of attorney how their proxy representative should vote. Details for providing this power of attorney can be found (in Swedish) on the Company’s website www.vikingline.com/sv/investerare/bolagsstyrning/bolagsstamma/bolagsstamma-2020/
• All items on the agenda that are subject to a decision by the Annual General Meeting as formally required by the Company’s Articles of Association will be taken up at the Meeting, but the presentation of operations will be very brief.
• No refreshments will be served.
• Shareholders who would still like to attend the Meeting will be placed at a distance from one another in the room.
Mariehamn, April 21, 2020
Viking Line Abp
THE BOARD OF DIRECTORS
Jan Hanses
President and CEO
The text above is a translation of the Swedish official invitation to the Annual General Meeting
Jan Hanses
President and CEO
jan.hanses@vikingline.com
+358-(0)18-270 00