ENENTO GROUP PLC, STOCK EXCHANGE RELEASE ON 13 FEBRUARY 2023 AT 4.00 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 Tuesday 28 March 2023 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 reception of participants who have registered for the Annual General Meeting and the distribution of voting tickets will commence at 9:15 a.m. (EEST). 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.
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
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 2022
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 the profit for the financial year ended 31 December 2022 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 2023. The Board of Directors proposes that the funds be paid on 11 April 2023.
If a minority dividend pursuant to Chapter 13, Section 7 of the Finnish Companies Act would become payable, no equity repayment shall be distributed in accordance with this above-mentioned proposal.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2022
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 2022, will be available on the Company’s website at https://enento.com/general-meetings/ by 7 March 2023 at the latest.
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 54,000 per year (EUR 53,000 in 2022) and to other Board members EUR 38,500 per year (EUR 37,500). 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 Board of Directors.
Reasonable travelling expenses for the attendance to the meetings will be reimbursed to members.
The Nomination Board proposes that no remuneration will be paid to the members of the Nomination Board but it proposes that the reasonable travelling expenses for the attendance to the meetings will be reimbursed to members.
The Nomination Board further proposes that the proposed remuneration will become effective immediately after the Annual General Meeting.
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 Patrick Lapveteläinen, Martin Johansson, Erik Forsberg, Tiina Kuusisto 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, the Shareholders’ Nomination Board proposes that Nora Kerppola 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 7 March 2023 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.
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. Amendment of article 11 of the Articles of Association
The Board of Directors proposes that article 11 of the Articles of Association be amended to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the Company’s domicile of Helsinki. The proposal is based on the changes to the Finnish Companies Act, including the possibility to arrange remote general meetings ensuring that all participating shareholders are able to exercise their full shareholder rights, including the right to present questions and to vote, in real time during the general meeting, irrespective of the chosen general meeting format. The possibility to organise remote general meetings enables the Company to be prepared for rapidly changing conditions in the Company’s operating environment and society in general, due to for example pandemics. It is important for the Company to have means to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters presented to a general meeting under any circumstances.
In its amended form, said provision of the Articles of Association would read as follows:
“11. General Meeting
The General Meetings of the company are held in Helsinki.
The Board of Directors may resolve on organising the General Meeting without a meeting venue whereby the shareholders exercise their full decision-making power in real time during the meeting using telecommunication connection and technical means.
The Annual General Meeting shall be held within six months of the end of the accounting period.”
17. 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 2024. 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 2022.
18. 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 plans 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 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 28 September 2024. 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 28 March 2022.
19. 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/investors/. 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 2022 of Enento Group Plc, will be available on the above-mentioned website no later than on 7 March 2023. The proposals for decisions and the other above-mentioned documents are also available at the Annual General Meeting. 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 2023, 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 16 March 2023 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 24 February 2023 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 21 March 2023 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/; or b) by e-mail to ir@enento.com or c) by mail Enento Group Plc / Legal Counsel Juuso Jokela, PO Box 16, FI-00581 Helsinki, Finland.
Registration by natural persons requires strong electronic authentication. A natural person logging in the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the Annual General Meeting, authorize a proxy representative and vote in advance in one session. Strong electronic authentication takes place with personal online banking credentials or a mobile certificate.
Shareholders that are legal entities are required to provide the number of their Finnish book-entry account, their business identification number and other required information to register electronically.
For shareholders that are legal entities, no strong electronic authentication is required to register electronically. However, if a legal entity uses the electronic Suomi.fi authorisation service as further described below in Section C.3, strong electronic authentication of the authorized individual is required either with personal online banking credentials or a mobile certificate.
In connection with the registration, a shareholder shall notify their name, personal identification number/business identification number, e-mail address, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of a proxy representative. The personal data given to Enento Group Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, their authorised 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 16 March 2023, 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 2023, 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 produce 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 registration to the Annual General Meeting or alternatively delivered in originals to Enento Group Plc / Legal Counsel Juuso Jokela, PO Box 16, FI-00581 Helsinki, Finland before the last date for registration.
Delivery of proxy documents by the due date for the registration constitutes due registration for the Annual General Meeting, provided that the above-mentioned information required for the registration described in Section C.1. is included in the delivered documents.
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”). When registering for the Annual General Meeting in Euroclear Finland Oy’s general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
4. Voting in advance
A shareholder who is registered in the shareholders’ register of the Company can vote in advance on certain items on the agenda of the Annual General Meeting during the period beginning on 24 February 2023 at 9:00 a.m. (EET) and ending on 21 March 2023 at 4:00 p.m. (EET).
Advance voting may be done in the following manners:
a) Through the Company’s website at https://enento.com/investors/
For natural persons, secured strong electronic authentication is required to vote in advance electronically. A shareholder may register and vote by logging in using their personal online banking credentials or a mobile certificate.
Shareholders that are legal entities shall provide the number of their Finnish book-entry account, business identification code and other information required to vote in advance electronically.
For shareholders that are legal entities, no strong electronic authentication is required to vote in advance electronically. However, if a legal entity uses the electronic Suomi.fi authorization service as described in Section C.3 above, advance voting requires strong electronic authentication of the authorized individual with personal online banking credentials or a mobile certificate.
b) By mail or email
A shareholder may submit the advance voting form available on the Company’s website at https://enento.com/investors/ as of 24 February 2023 or corresponding information to Euroclear Finland Oy by e-mail addressed to yhtiokokous@euroclear.eu or by regular mail addressed to Euroclear Finland Oy, Yhtiökokous / Enento Group Plc, P.O. Box 1110, FI-00101 Helsinki.
If a shareholder participates in the Annual General Meeting by submitting advance votes to Euroclear Finland Oy, the submission of votes before the due date of the registration period and advance voting constitutes due registration for the Annual General Meeting provided that the above-mentioned information required for the registration is received.
Shareholders who have voted in advance who wish to exercise their right to ask questions, demand a vote at the Annual General Meeting or vote on a possible counterproposal under the Finnish Companies Act 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.
On the date of this notice to the Annual General Meeting 13 February 2023, 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, 13 February 2023
ENENTO GROUP PLC
Board of Directors
For further information:
Juuso Jokela
Legal Counsel
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 447 people are working for Enento Group in Finland, Norway, Sweden, and Denmark. The Group’s net sales for 2022 was 167.5 MEUR. Enento Group is listed on Nasdaq Helsinki with the trading code ENENTO.