Viking Line Abp: Notice to Annual General Meeting

Viking Line Abp                NOTICE TO GENERAL MEETING                      27.03.2024, 9.00 AM    

INVITATION TO THE ANNUAL GENERAL MEETING

The shareholders in Viking Line Abp are invited to the Annual General Meeting, which will be held at 12.00 noon (EEST) on Tuesday, April 23, 2024, at Alandica Culture and Congress, Strandgatan 33, Mariehamn, Åland.

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, 2023.

- Brief overview from the President and CEO

The financial statements, the Report of the Directors and the Auditors’ Report are available on the company’s website, vikingline.com/investors/financial-reports/

7. Adoption of the financial statements and consolidated financial statements

8. Resolution to discharge the Company’s Board of Directors and the 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 dividend payment

- The Board of Directors of Viking Line Abp proposes that a dividend of 1.00 euro/share should be paid for the financial year January 1–December 31, 2023. The Board of Directors also proposes that the record date for the dividend payment should be April 25, 2024, and that the payment date should be May 2, 2024.

10. Presentation of the compensation report.

- The Board of Directors proposes that the compensation report should be adopted

 The compensation report is available on the company’s website, vikingline.com/investors/corporate-governance/compensation-statement/

11. Presentation of the compensation policy.

- The Board of Directors proposes that the compensation policy should be adopted

The proposed compensation policy is available (in Swedish) on the company’s website, vikingline.com/investors/corporate-governance/compensation-policy/

12. 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 should be adjusted:

Annual fee, Chairman of the Board 30,000 euros (previous 28,000 euros)

Annual fee, other regular Board members 24,000 euros (22,000 euros)

Annual fee, deputy members of the Board 5,000 euros (5,000 euros)

In addition, a fee of 1,000 euros per meeting is proposed. (1,000 euros)

The Board also proposes that the Auditors’ fees be paid on a reasonable scale.

13. Election of Board members

The Board of Directors (in the capacity of the Nomination Committee) proposes that the following should be re-elected as regular Board members: Jakob Johansson, chairman, Christina Dahlblom, Ulrica Danielsson, Stefan Lundqvist, Andreas Remmer, Gert Sviberg and Peter Wiklöf. It is proposed that Tomas Lindholm, Casper Lundqvist and Fredrik Vojbacke should be re-elected as deputy members.

14. Election of auditor

- The Board of Directors proposes to the Annual General Meeting that the audit firm PricewaterhouseCoopers Oy should be re-elected as the company’s auditor for 2024.

PricewaterhouseCoopers Oy has informed the Company that Authorized Public Accountant (CGR) Martin Grandell would continue to serve as principal auditor.

15. Election of sustainability auditor

- The Board of Directors proposes to the Annual General Meeting that the sustainability audit firm PricewaterhouseCoopers Oy should be elected as the company’s sustainability auditor for 2024.

PricewaterhouseCoopers Oy has informed the Company that Authorized Public Accountant (CGR) Martin Grandell would serve as principal sustainability auditor.

16. Any other business

17. Close 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, vikingline.com. Viking Line Abp’s financial statements, the Report of the Directors, the Auditors’ Report and the compensation report and the proposed compensation policy are available on the website mentioned above. The Board’s proposals and the other documents mentioned above will also be available at the Annual General 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 website mentioned above by April 26, 2024.

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 April 11, 2024 (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 are registered in the shareholders’ register and wish to participate in the Annual General Meeting must register for the Meeting by 12.00 noon (EEST) on Friday, April 19, 2024. Registration for the Annual General Meeting can be made:

a) online on the company’s website, vikingline.com/agm-2024

b) by email to bolagsstamma@vikingline.com

c) by telephone to +358 18 27 000

d) 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.

The description of data protection for the Annual General Meeting is published (in Swedish) on the Company’s website, vikingline.com/agm-2024

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 11, 2024. Participation also requires that holders be registered in the temporary shareholders’ register maintained by Euroclear Finland Ab on the basis of these shares by 10.00 a.m. (EEST) on April 18, 2024. 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 from the custodian of their assets without delay 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 or by post to Viking Line Abp, PB 166, AX-22101 Mariehamn and be received by the Company by 12.00 noon (EEST) on Friday, April 19, 2024. 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, March 27, 2024, the total number of shares in Viking Line Abp is 17,280,000 shares, and the total number of votes in Viking Line Abp is 17,280,000 votes.

Other information about the Annual General Meeting

• A lunch buffet will be served after the General Meeting

Mariehamn, March 27, 2024

Viking Line Abp

THE BOARD OF DIRECTORS

Jan Hanses
President and CEO
jan.hanses@vikingline.com
+358-(0)18-270 00