ENENTO GROUP PLC, STOCK EXCHANGE RELEASE ON 11 FEBRUARY 2022 AT 4.15 P.M. EET
Enento Group Plc’s Notice to the Annual General Meeting
Notice is given to the shareholders of Enento Group Plc (“Enento” or the “Company”) to the Annual General Meeting to be held on Monday 28 March 2022 starting at 10:00 a.m. (EEST) at Rantatie Business Park, Tutka & Plotteri Meeting Room (Hermannin rantatie 8, Main entrance: Verkkosaarenkatu 5, FI-00580 Helsinki, Finland).
The Company’s Board of Directors has resolved on exceptional meeting procedures based on the temporary legislative act to limit the spread of the Covid-19 pandemic (375/2021), which entered into force on 8 May 2021. In order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company, the Annual General Meeting will be organized without shareholders’ and their proxy representatives’ presence at the Annual General Meeting venue. Shareholders can participate in the Annual General Meeting and use their shareholder rights in connection with the Annual General Meeting by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below. For further instructions, please refer to Section C. “Instructions for the Participants in the Annual General Meeting” of this notice.
The Chairperson of the Board of Directors, the members of the Board of Directors, the CEO, other management of the Company and the Auditor will not attend the Annual General Meeting and no webcast will be provided.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law Klaus Ilmonen shall act as the Chairman of the meeting. If due to weighty reasons Klaus Ilmonen is not able to act as Chairman, the Board of Directors shall appoint another person it deems best suitable to act as Chairman.
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
The Company’s Legal Counsel Juuso Jokela shall scrutinize the minutes and supervise the counting of the votes. If Juuso Jokela due to weighty reasons is not able to act as the person to scrutinize the minutes and to supervise the counting of the votes, the Board of Directors shall appoint another person it deems best suitable to act as the person to scrutinize the minutes and to supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the Annual General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2021
As shareholders can only participate in the Annual General Meeting by voting in advance, the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report, which will be published by the Company by 7 March 2022 and made available on the Company’s website at https://enento.com/general-meetings/ will be deemed to have been presented to the Annual General Meeting.
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds
The Board of Directors proposes that the profit for the financial year ended 31 December 2021 is carried forward to the retained earnings and that an equity repayment of EUR 1.00 per share from the Company’s reserve for invested unrestricted shareholders’ equity be distributed (totalling EUR 24,034,856.00 based on the Company’s registered total number of shares at the time of the proposal). The equity repayment from the reserve for invested unrestricted shareholders’ equity will be paid to a shareholder registered in the Company’s shareholders’ register held by Euroclear Finland Oy on the payment record date of 30 March 2022. The Board of Directors proposes that the funds be paid on 11 April 2022. If a minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act would become payable, no equity repayment shall be distributed in accordance with this above-mentioned proposal.
As the Board of Directors has proposed a distribution of an equity repayment to the Annual General Meeting, which is not dividend in accordance with company law, it is noted that according to the provisions set out in the temporary legislation a dividend less than the minimum amount of minority dividend has been proposed to the Annual General Meeting. Shareholders have the right to demand minority dividend pursuant to Chapter 13, Section 7 of the Finnish Limited Liability Companies Act. The minority dividend must be distributed, if a demand to this effect is made by shareholders who have at least one tenth of all shares. The amount of minority dividend is EUR 14,653,081.92, i.e. EUR 0.60 per share, which corresponds to half of the profit for the financial period. A shareholder demanding minority dividend may vote for the minority dividend in advance voting, and no separate demand or 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 2021
10. Presentation of the Remuneration Report for Governing Bodies
As shareholders can only participate in the Annual General Meeting by voting in advance, the Company’s remuneration report for governing bodies for the financial year 2021, which will be published by way of a stock exchange release and made available on the Company’s website at https://enento.com/general-meetings/ by 7 March 2022 will be deemed to have been presented to the Annual General Meeting. The resolution by the Annual General Meeting on the approval of the remuneration report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration payable to the Chairperson of the Board of Directors be EUR 53,000 per year and to other Board members EUR 37,500 per year. In addition, an attendance fee of EUR 500 per Board meeting will be paid for the attendance to the Board meetings.
The Shareholders’ Nomination Board also proposes that the chairpersons of the committees of the Board of Directors will be paid an attendance fee of EUR 500 per committee meeting and the committee members will be paid an attendance fee of EUR 400 per committee meeting.
The Nomination Board proposes that the reasonable travelling expenses for the attendance to the meetings will be paid to members.
The Nomination Board proposes that the aforementioned proposed remuneration will become effective immediately after the Annual General Meeting of the Company.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that the number of members of the Board of Directors be resolved to be six (6).
13. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that Petri Carpén, Erik Forsberg, Martin Johansson, Tiina Kuusisto, Patrick Lapveteläinen and Minna Parhiala be re-elected as the members of the Board of Directors for the term that will continue until the close of the next Annual General Meeting.
The presentations of the proposed persons are available on the Company’s website at https://enento.com/board-of-directors/.
The Shareholders’ Nomination Board has evaluated the proposed persons’ independence of the Company and of the major shareholders and it has been determined that the proposal has been made in accordance with the Finnish Corporate Governance Code 2020.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes that the remuneration of the auditor be paid according to the reasonable invoice approved by the Board of Directors’ Audit Committee.
15. Election of the auditor
The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorised Public Accountants Firm, be re-elected as the Company’s auditor for a term that will continue until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has announced that the auditor-in-charge would be Martin Grandell, Authorised Public Accountant.
16. Authorising the Board of Directors to resolve on the issuance of shares
The Board of Directors proposes that the Board of Directors be authorised to resolve on one or more issuances of shares, including the right to issue new shares in the Company or to transfer the Company’s treasury shares. The authorisation would cover up to a total of 1,500,000 shares, corresponding to approximately 6.2 per cent of the Company’s registered total number of shares at the time of the proposal.
The Board of Directors would also be authorised to resolve on the issuance of shares in deviation from the shareholders’ pre-emptive rights (directed issue) if there would be a weighty financial reason for such issuance. The authorisation could be used for material arrangements from the Company’s point of view, such as financing or carrying out business arrangements or investments or for other such purposes determined by the Board of Directors.
The Board of Directors would be authorised to resolve on all other terms and conditions of the issuance of shares, including the payment period, grounds for the determination of the subscription price and subscription price or issuance of shares without consideration or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until 28 September 2023. If this authorisation is approved, it will revoke the share issuance authorisation granted to the Board of Directors by the Annual General Meeting on 29 March 2021.
17. Authorising the Board of Directors to resolve on the repurchase of the Company’s own shares
The Board of Directors proposes that the Board of Directors be authorised to decide, in one or several instalments, on the repurchase of maximum of 1,500,000 of the Company’s own shares. The proposed maximum number of shares corresponds to approximately 6.2 per cent of the Company’s registered total number of shares at the time of the proposal.
The shares would be repurchased using the Company’s invested unrestricted shareholders’ equity, and thus, the repurchases will reduce funds available for distribution. The shares could be repurchased for developing the Company’s capital structure, for financing or carrying out potential corporate acquisitions or other business arrangements, to be used as a part of the Company’s remuneration or incentive plan or to be otherwise transferred further, retained by the Company as treasury shares, or cancelled, for example.
In accordance with the resolution of the Board of Directors, the shares may be repurchased either through an offer to all shareholders on equal terms or through other means and otherwise than in proportion to the existing shareholdings of the Company as directed repurchases, if the Board of Directors deems that there are weighty financial reasons for such directed repurchase.
The purchase price per share shall be the market price of the shares quoted on the trading venues where the Company’s shares are traded or at the price otherwise established on the market at the time of the repurchase.
The Board of Directors shall resolve on all other matters related to the repurchase of the Company’s own shares, including on how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until 28 September 2023. If this authorisation is accepted, it shall cancel the authorisation to repurchase the Company’s shares granted to the Board of Directors by the Annual General Meeting on 29 March 2021.
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned resolution proposals relating to the agenda of the Annual General Meeting as well as this notice are available on Enento Group Plc’s website at https://enento.com/general-meetings/. The Financial Statements, the Consolidated Financial Statement, the Report of the Board of Directors, the Auditor’s Report and the remuneration report for governing bodies for the financial year 2021 of Enento Group Plc, will be available on the above-mentioned website no later than on 7 March 2022. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 11 April 2022, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be organized without the shareholders and their proxy representatives’ presence at the Annual General Meeting venue. Participation over real-time telecommunications or a recording of the Annual General Meeting will not be available. Shareholders can participate in the meeting and use their shareholder rights only by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below.
1. The right to participate
Each shareholder, who is on the record date of the Annual General Meeting on 16 March 2022 registered in the shareholders register of the Company held by Euroclear Finland Oy, has the right to participate in the Annual 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. If you do not have a Finnish book-entry account, please see Section C4. “Holders of nominee-registered shares”.
A shareholder may only participate in the meeting by voting in advance or by way of proxy representation and by submitting counterproposals and asking questions in advance in accordance with the below instructions.
2. Registration and voting in advance
The registration for the Annual General Meeting and advance voting will begin on 17 February 2022 when the deadline for submitting counterproposals has passed. A shareholder who is registered in the shareholders register of the Company and wishes to participate in the Annual General Meeting by voting in advance, shall register for the Annual General Meeting and vote in advance by 21 March 2022 at 4:00 p.m. (EET) by which time the votes must have been received.
A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the Annual General Meeting from 17 February 2022 at 9:00 a.m. (EET) until 21 March 2022 at 4:00 p.m. (EET):
a) Through the Company’s website at https://enento.com/general-meetings/
For natural persons, the electronic advance voting requires a secured strong electronic authentication and the shareholder may register and vote by logging in with their Finnish online banking codes or a mobile certificate. For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. If a shareholder that is a legal person uses the electronic suomi.fi authorisation, registration requires strong electronic authentication from the authorised representative, which can be conducted with online banking codes or a mobile certificate.
The terms and other instructions concerning the electronic voting are available on the Company’s website at https://enento.com/general-meetings/.
b) Through email or mail
Shareholders may submit the advanced voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by email to yhtiokokous@euroclear.eu or by mail to Euroclear Finland Oy, Annual General Meeting / Enento Group Plc, P.O. Box 1110, 00101 Helsinki, Finland. When using the advance voting service the shareholder gives his/her consent for Euroclear Finland Oy to verify the shareholder’s book-entry account number if necessary in order to register the advance votes.
If a shareholder participates in the Annual General Meeting by way of advance voting, voting in advance is considered as registration for the Annual General Meeting if all required information is given. Instructions for voting will be available on the Company’s website at https://enento.com/general-meetings/ at the latest when the advance voting period begins. If needed, additional information is also available through email at ir@enento.com.
Requested information shall be given by the shareholder or the proxy representative in connection with the registration. The personal data given to Enento Group Plc or Euroclear Finland Oy is used only in connection with the Annual General Meeting and with the processing of related registrations. Further information on how the Company processes personal data is available in the privacy notice regarding the Annual General Meeting, which is available at https://enento.com/general-meetings/.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Also, the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above. Shareholders, who do not vote in advance, are requested, due to the Covid-19 pandemic, to exercise shareholders rights through a centralized proxy representative designated by the Company by authorizing attorney-at-law Annemari Rosi from Hannes Snellman Attorneys Ltd, or a person appointed by her, to represent them at the Annual General Meeting in accordance with the shareholder’s voting instructions. Authorizing the designated proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents. Further information on the designated proxy representative is available at the following website: https://www.hannessnellman.com/people/all/annemari-rosi/.
Shareholders may also participate in the Annual General Meeting and exercise their rights at the meeting by way of another proxy representative. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. 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.
Proxy and voting instruction templates will be available on the Company’s website at https://enento.com/general-meetings/ as from 17 February 2022 onwards. Proxy documents should be delivered to the Company by mail to Enento Group Plc, Legal Counsel Juuso Jokela, P.O. Box 16, FI-00581 Helsinki, Finland or by email to juuso.jokela@asiakastieto.fi before the last date for registration, by which time the proxy documents must be received.
If a shareholder delivers a proxy to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the Annual General Meeting, provided that all required information is included in the proxy documents. In addition, proxy representatives must also vote in advance in the manner described in this notice.
Shareholders that are legal persons can also use the electronic suomi.fi authorisation service instead of a traditional proxy document. In this case, the legal person shall authorise the authorised representative nominated by the legal person in the suomi.fi service at suomi.fi/e-authorizations by using the mandate theme “Representation at the General Meeting”. In the General Meeting service of Euroclear Finland Oy, the authorised representative shall in connection with registration use strong electronic authentication and thereafter the electronic authorisation is verified automatically. Strong electronic authentication can be conducted with online banking codes or a mobile certificate. Further information is available at suomi.fi/e-authorizations and on the Company’s website at https://enento.com/general-meetings/.
Further information will also be available on the Company’s website at https://enento.com/general-meetings/.
4. Holder 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, based on which the shareholder on the record date of the Annual General Meeting on 16 March 2022, would be entitled to be registered in the shareholders register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders register held by Euroclear Finland Oy at the latest by 23 March 2022 at 10:00 a.m. (EET). As regards nominee-registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from their custodian bank. The account manager of the custodian bank has to register a holder of nominee-registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders register of the Company by the time stated above at the latest. 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.
Further information will also be available on the Company’s website at https://enento.com/general-meetings/.
5. Other instructions and information
For clarity it is noted that there is no proposal to amend the charter of the Shareholders’ Nomination Board as included in the proposals of the Company’s Shareholders’ Nomination Board published on 10 January 2022 by way of a stock exchange release. As the charter already contains the proposed amendment, the proposal to amend the charter will not be considered at the Annual General Meeting and is not included in this notice.
Shareholders who hold at least one hundredth (1/100) of all shares in the Company are entitled to make counterproposals subject for voting to the agenda points of the Annual General Meeting. Such counterproposals shall be delivered to the Company by email to ir@enento.com no later than 16 February 2022 at 4:00 p.m. (EET), by which time the counterproposals must be received by the Company.
In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting represent at least one hundredth (1/100) of all shares in the Company. If a counterproposal is not eligible for voting at the Annual General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish potential counterproposals eligible for voting on the Company’s website at https://enento.com/general-meetings/ on 17 February 2022 at the latest.
A shareholder has the right to ask questions with respect to the matters to be considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions must be sent by email to ir@enento.com or by mail to Enento Group Plc, Legal Counsel Juuso Jokela, P.O. Box 16, FI-00581 Helsinki, Finland at the latest by 14 March 2022 at 4:00 p.m. (EET), by which time the questions must be received by the Company.
Such questions by shareholders, responses to such questions by the Company as well as other counterproposals than those eligible for voting will be available on the Company’s website at https://enento.com/general-meetings/ on 17 March 2022 at the latest. In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.
On the date of this notice to the Annual General Meeting 11 February 2022, the total number of shares in Enento Group Plc is 24,034,856 shares and the total number of votes in Enento Group Plc is 24,034,856.
Helsinki, 11 February 2022
ENENTO GROUP PLC
Board of Directors
For further information:
Juuso Jokela, Legal Counsel
Enento Group Plc
Tel. +358 10 270 7403
Distribution:
Nasdaq Helsinki
Major media
enento.com/investors
Enento Group is a Nordic knowledge company powering society with intelligence since 1905. We collect and transform data into intelligence and knowledge used in interactions between people, businesses and societies. Our digital services, data and information empower companies and consumers in their daily digital decision processes, as well as financial processes and sales and marketing processes. Approximately 432 people are working for Enento Group in Finland, Norway, Sweden and Denmark. The Group’s net sales for 2021 was 163.5 MEUR. Enento Group is listed on Nasdaq Helsinki with the trading code ENENTO.
