Enento Group Plc | Stock Exchange Release | February 19, 2024 at 13:00:00 EET
Notice is given to the shareholders of Enento Group Plc (“Enento” or the “Company”) to the Annual General Meeting to be held on Monday, 25 March 2024 starting at 11:00 a.m. (EET) at Rantatie Business Park, Tutka & Plotteri Meeting Room (Hermannin rantatie 8, main entrance: Verkkosaarenkatu 5, FI-00580 Helsinki, Finland). The reception of participants who have registered for the Annual General Meeting and the distribution of voting tickets will commence at 10:15 a.m. (EET).
Shareholders may also exercise their voting rights by voting in advance or by way of proxy representation. Instructions for advance voting and authorization of proxy representatives are presented in Section C of this notice.
In addition, shareholders who have registered for the Annual General Meeting may follow the meeting online via live webcast. It is not possible for shareholders to ask questions, make counterproposals, address the meeting otherwise, or to vote through the webcast. Following the meeting via webcast is not considered as participation in the Annual General Meeting or exercising shareholder rights. Shareholders who wish to follow the webcast may exercise their voting rights by voting in advance on certain matters on the agenda of the Annual General Meeting in accordance with the instructions provided below.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
The information and proposals of agenda items 1–5 concerning the formal organizational matters of the Annual General Meeting are included in a separate organizational document published on the Company’s website at https://enento.com/general-meetings, which document also constitutes a part of this notice. The document may be supplemented at the meeting with any information that is not available before 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
3. Election of persons 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
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 2023
Review by the CEO.
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 a dividend of EUR 0.50 per share be paid for the financial year ended 31 December 2023 (totalling EUR 11,869,222.50 based on the Company’s registered total number of shares at the time of the proposal, notwithstanding shares held in treasury). The dividend will be paid to a shareholder registered in the Company’s shareholders’ register held by Euroclear Finland Oy on the payment record date of 27 March 2024. The Board of Directors proposes that the dividend be paid on 5 April 2024.
The Board of Directors further proposes that the Annual General Meeting authorises the Board, at its discretion, to resolve on the distribution of an additional dividend up to a maximum of EUR 0.50 per share (totalling EUR 11,869,222.50 based on the Company’s registered total number of shares at the time of the proposal, notwithstanding shares held in treasury). It is the intention of the Board of Directors that the dividend payment pursuant to this authorisation would be carried out in November 2024. The Company will separately publish resolutions of the Board of Directors on the dividend payment and confirm the record and payment dates in connection with such resolutions. The additional dividend to be paid based on the authorisation would be paid to a shareholder who on the payment record date in question is recorded in the Company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that the authorisation includes the right for the Board of Directors to decide on all other terms and conditions related to the dividend payment. The Board may also decide not to use this authorisation. The authorisation is proposed to remain in effect until the next Annual General Meeting.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2023
10. Presentation of the Remuneration Report for Governing Bodies
The Board of Directors proposes that the Annual General Meeting adopts the remuneration report for the governing bodies. The Company’s remuneration report for governing bodies for the financial year 2023, will be available on the Company’s website at https://enento.com/general-meetings/ by 4 March 2024 at the latest.
The resolution by the Annual General Meeting on the adoption of the remuneration report is advisory.
11. Presentation of the Remuneration Policy for Governing Bodies
The Company’s remuneration policy for governing bodies was last presented to the Annual General Meeting in 2020. The remuneration policy shall be presented to the General Meeting at least every four years or whenever substantial changes have been made to it.
The Board of Directors proposes that the Annual General Meeting adopts the remuneration policy for the governing bodies. The amendments included in the now presented remuneration policy are of a technical nature, as compared to the remuneration policy previously presented to the General Meeting.
The Company’s remuneration policy for governing bodies will be available on the Company’s website at https://enento.com/general-meetings/ by 4 March 2024 at the latest and published as a stock exchange release.
The resolution by the Annual General Meeting on the adoption of the remuneration policy is advisory.
12. 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 55,000 per year (EUR 54,000 in 2023) and to other Board members EUR 39,500 per year (EUR 38,500). In addition, an attendance fee of EUR 500 per Board meeting (EUR 500) 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 (EUR 500) and the committee members will be paid an attendance fee of EUR 400 per committee meeting (EUR 400).
Further, the Shareholders’ Nomination Board proposes that reasonable travelling expenses for the attendance to the meetings shall be reimbursed to members of the Board of Directors.
The Nomination Board proposes that no remuneration will be paid to the members of the Nomination Board with the exception of reasonable travelling expenses for the attendance to the meetings that will be reimbursed to members.
The Nomination Board further proposes that the proposed remuneration will become effective immediately after the Annual General Meeting.
13. Resolution on the number of members of the Board of Directors
The proposal of the Shareholders’ Nomination Board, as amended and announced on 14 February 2024, is that the number of members of the Board of Directors be resolved to be seven (7).
14. Election of members of the Board of Directors
The proposal of the Shareholders’ Nomination Board, as amended and announced on 14 February 2024, is that Erik Forsberg, Martin Johansson, Nora Kerppola, 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. In addition, it is proposed that Markus Ehrnrooth be elected as a new member of the Board of Directors for the same term.
The presentations of the proposed persons are available on the Company’s website at https://enento.com/general-meetings/ by 4 March 2024 at the latest.
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.
15. 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.
16. 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 Mikko Nieminen, Authorised Public Accountant.
17. Amendment of articles 5 and 13 of the Articles of Association
The Board of Directors proposes that article 5 of the Articles of Association be amended so that the Annual General Meeting of the Company shall for hereon out elect the Chairperson of the Board of Directors. If the Chairperson of the Board of Directors resigns in the middle of their term or is permanently unable to carry out their duties, the Board of Directors may elect a new Chairperson from among its members for the remaining term of office. Additionally, it is proposed to amend certain language in article 5 for clarity.
In its amended form, said provision of the Articles of Association would read as follows:
“5. Board of Directors
The company shall have a Board of Directors, which consists of a minimum of four (4) and a maximum of eight (8) ordinary members, including the Chairperson.
The term of the Board member shall begin from the General Meeting where they have been elected and last until the closing of the following Annual General Meeting.
The Annual General Meeting shall elect a Chairperson. The Board of Directors may, if it finds it warranted, elect a Vice-Chairperson from among its members for one term at a time. If the Chairperson of the Board of Directors resigns in the middle of their term or is permanently unable to carry out their duties, the Board of Directors may elect a new Chairperson from among its members for the remaining term of office.”
Further, the Board of Directors proposes that article 13 of the Articles of Association be amended to reflect the proposed amendments to article 5, so that the Annual General Meeting shall resolve and elect, in addition to the items currently listed in article 13 of the Articles of Association, the Chairperson of the Board of Directors (amended article 13, third paragraph, sub-item 10).
In its amended form, said provision of the Articles of Association would read as follows:
“13. Annual General Meeting
At the Annual General Meeting the following shall be presented
1. the financial statements and consolidated financial statements, and
2. the Auditor’s Report;
shall be decided upon
3. adoption of financial statements, which encompasses the adoption of the consolidated financial statements,
4. the use of the profit shown on the balance sheet,
5. discharge of the members of the Board of Directors and the Managing Director from liability,
6. adoption of the remuneration policy, when necessary,
7. adoption of the remuneration report,
8. the number of members of the Board of Directors, and
9. the remuneration of the members of the Board of Directors and the auditor; as well as
shall be elected
10. the Chairperson and members of the Board of Directors and
11. the auditor.”
18. 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 6.3 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 25 September 2025. If this authorisation is approved, it will revoke the share issuance authorisation granted to the Board of Directors by the Annual General Meeting on 28 March 2023.
19. 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 6.3 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 plans or to be otherwise transferred further, retained by the Company as treasury shares, or cancelled, for example.
The shares may be repurchased either through an offer to all shareholders on equal terms or through other means or 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 repurchases.
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 terms 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 25 September 2025. If this authorisation is approved, it shall cancel the authorisation to repurchase the Company’s shares granted to the Board of Directors by the Annual General Meeting on 28 March 2023.
20. Resolution on the approval of the amended Charter of the Shareholders’ Nomination Board
The Shareholders’ Nomination Board proposes that the Annual General Meeting resolve on the approval of the amended Charter of the Shareholders’ Nomination Board. Pursuant to the proposed amended Charter of the Shareholders’ Nomination Board, the Nomination Board would in the future prepare and present to the Annual General Meeting a proposal on the Chairperson of the Board of Directors. Additionally, some amendments of technical nature are proposed to be made to the Charter of the Shareholders’ Nomination Board.
The proposed amended Charter of the Shareholders’ Nomination Board is attached to this notice, and it is available on the Company’s website at https://enento.com/general-meetings/.
21. 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, the organizational document and remuneration policy for governing bodies are available on Enento’s website at https://enento.com/investors/. The Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors, the Auditor’s Report and the remuneration report for governing bodies for the financial year 2023 of Enento will be available on the above-mentioned website no later than on 4 March 2024. The proposals for decisions and the other above-mentioned documents are also available at the Annual General Meeting. Copies of these documents will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 8 April 2024, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is on the record date for the Annual General Meeting on 13 March 2024 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 their personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
The registration period for the Annual General Meeting commences on 26 February 2024 at 9:00 a.m. (EET). A shareholder who is registered in the shareholders’ register of the Company and wants to participate in the Annual General Meeting shall register for the meeting no later than on 18 March 2024 at 4:00 p.m. (EET) by giving a prior notice of participation, which shall be received by the Company no later than on the above-mentioned date.
Such notice can be given:
a) on the Company’s website at https://enento.com/investors/
Electronic registration requires that the shareholder or its legal representative or proxy representative uses strong electronic authentication either by Finnish or Swedish online banking codes or mobile certificate.
b) by email to agm@innovatics.fi or by regular mail to Innovatics Oy, Yhtiökokous / Enento Group Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information, such as the name, date of birth or business identity code, address, telephone number, the name of a possible assistant or the name and date of birth of a possible proxy representative. The personal data given to the Company or to Innovatics Oy by shareholders and proxy representatives is only used in connection with the Annual General Meeting and with the processing of related necessary registrations.
A shareholder, its legal representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the meeting venue.
2. 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 they on the record date of the Annual General Meeting on 13 March 2024, 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 20 March 2024, 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 voting instructions, and registration for the Annual General Meeting as well as advance voting 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 and vote in advance on behalf of the nominee registered shareholder by the time stated above at the latest.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative may also choose to vote in advance in the manner described in this notice. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting.
When a shareholder participates in the Annual 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 Annual General Meeting.
Possible proxy documents are to be delivered primarily as an attachment in connection with the electronic registration to the Annual General Meeting or alternatively delivered by email to agm@innovatics.fi or by regular mail to Innovatics Oy, Yhtiökokous / Enento Group Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland prior to the expiration of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy representative must register for the Annual General Meeting as described above in this notice.
Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic “Representation at the General Meeting”). In connection with the registration, the representative must identify themselves with strong electronic authentication, after which they are able to register. Strong electronic authentication may be conducted with online banking codes or a mobile certificate. Further information is available at www.suomi.fi/e-authorizations.
4. Voting in advance
A shareholder who is registered in the shareholders’ register of the Company may vote in advance on certain items on the agenda of the Annual General Meeting during the period beginning on 26 February 2024 at 9:00 a.m. (EET) and ending on 18 March 2024 at 4:00 p.m. (EET).
Advance voting may be done in the following manners:
a) on the Company’s website at https://enento.com/investors/
Advance voting requires that the shareholder or its legal representative or proxy representative uses strong electronic authentication either by Finnish or Swedish online banking codes or mobile certificate.
b) By email or regular mail
A shareholder may submit the advance voting form available on the Company’s website at https://enento.com/investors/ as of 26 February 2024 or corresponding information by email to agm@innovatics.fi or by regular mail to Innovatics Oy, Yhtiökokous / Enento Group Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
Advance votes must be received by the time the advance voting period ends. The submission of votes in this way before the end of the registration and advance voting period constitutes due registration for the Annual General Meeting, provided that it contains the above information required for registration.
A shareholder who has voted in advance who wishes to exercise their right to ask questions as provided for in the Finnish Companies act, demand a vote at the Annual General Meeting or vote on a possible counterproposal must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation.
For holders of nominee registered shares, advance voting is carried out via the custodian bank. The account management organisation of the custodian bank may cast advance votes on behalf of the holders of nominee registered shares in accordance with the voting instructions provided by the holders of nominee registered shares during the registration period for the nominee-registered shares.
An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting.
The terms and conditions as well as other instructions concerning the advance voting are available on the Company’s website at https://enento.com/investors/.
5. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
Shareholders who have registered for the Annual General Meeting may follow the meeting via webcast. The participation link and password for the webcast will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all shareholders who have registered for the Annual General Meeting no later than the day before the Annual General Meeting. Detailed instructions for following the webcast will be available on the Company’s website at https://enento.com/general-meetings before the Annual General Meeting. Following the meeting via webcast is not considered as participation in the Annual General Meeting or exercising shareholder rights.
On the date of this notice to the Annual General Meeting on 19 February 2024, the total number of shares in the Company is 23,794,856 shares and the total number of votes in the Company is 23,794,856.
Helsinki, 19 February 2024
ENENTO GROUP PLC
Board of Directors
For further information:
Juuso Jokela, Legal Counsel
Enento Group Plc
tel. +358 10 270 7403