Asiakastieto Group Plc’s Notice to the Annual General Meeting
ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE 15 FEBRUARY 2018 AT 5.00 P.M. EET
Asiakastieto Group Plc’s Notice to the Annual General Meeting
Notice is given to the shareholders of Asiakastieto Group Plc to the Annual General Meeting to be held on Thursday 22 March 2018 starting at 10:00 a.m. (EET) at the Terrace Foyer of Musiikkitalo (The Helsinki Music Centre), address Mannerheimintie 13 A, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:15 a.m. (EET).
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the 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 Report of the Board of Directors and the Auditor’s Report for the year 2017
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 from the financial year ended 31 December 2017, funds be distributed as dividend EUR 0.95 per share, i.e. EUR 14.347.069,10 in total. The dividend shall be paid to shareholders registered in the company’s shareholders’ register held by Euroclear Finland Ltd on the payment record date of 26 March 2018. The Board of Directors proposes that the dividend be paid on 4 April 2018.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board does not propose increase in remunerations payable. The Nomination Board proposes that the remunerations payable to the Board of Directors Chairperson be EUR 40,000 per year and to other Board members EUR 25,000 per year. A separate remuneration will not be paid for the attendance to Board meetings. The chairpersons of the committees of the Board of Directors shall receive an attendance fee of EUR 500 and the committee members shall be paid and attendance fee of EUR 400 per committee meeting. The Nomination Board proposes that no remuneration will be paid to the Nomination Board members. Reasonable travelling expenses for the attendance to the meetings shall be paid to members.
11. 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 five (5).
12. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that the current members of the Board of Directors Petri Carpén, Bo Harald, Patrick Lapveteläinen, Carl-Magnus Månsson and Anna-Maria Ronkainen be re-elected as the members of the Board of Directors for the term until the close of the next Annual General Meeting.
13. 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.
14. Election of auditor
The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorized Public Accountants firm, be re-elected as the company’s auditor with the Authorized Public Accountant Martin Grandell as the auditor-in-charge for a term that will continue until the end of the next Annual General Meeting.
15. Amendment of articles 8 and 10 of the Articles of Association
The Board of Directors proposes that the articles regarding the auditor and the notice to the General Meeting in the Articles of Association be amended as follows due to amendments in the Auditing Act as well as the Finnish Companies Act:
The auditor of the company shall be an audit firm approved by the Patent and Registration Office.
10 Notice to convene a General Meeting of Shareholders
The notice to convene a General Meeting shall be published on the company’s website no more than three months before the General Meeting record date (eight working days before the General Meeting) and at the latest three weeks before the General Meeting, however, always at least nine days before the said record date.
16. Authorising the Board of Directors to resolve on the issuance of shares
The Board of Directors proposes to be authorised to resolve on one or more issuances, which contain the right to issue new shares or dispose of the treasury shares in the possession of the company. The authorisation would consist of up to 1,000,000 shares in the aggregate.
The Board of Directors would be authorised to decide also on a directed issue. The authorisation is proposed to be used for material arrangements from the company’s point of view, such as financing or implementing business arrangements or investments or for other such purposes determined by the Board of Directors in which case a weighty financial reason for issuing shares would exist.
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 allocation of shares free of charge 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 22 September 2019. If this authorisation is approved, it shall cancel the corresponding share issue authorisation granted to the Board of Directors by the Annual General Meeting on 30 March 2017.
17. Authorising the Board of Directors to decide on the repurchase of the company’s own shares
The Board of Directors proposes to be authorised to decide on the repurchase of maximum of 1,000,000 company’s own shares, in one or several instalments.
The shares would be repurchased with the company’s unrestricted shareholders’ equity, and the repurchases will reduce funds available for distribution of profits. The shares could be repurchased for example to develop the company’s capital structure, carry out or finance potential corporate acquisitions or other business arrangements, to be used as a part of the company’s remuneration or incentive programme or to be otherwise conveyed further, retained as treasury shares, or cancelled.
Shares may be repurchased in accordance with the resolution of the Board of Directors also in a proportion other than in which shares are owned by the shareholders (directed acquisition), using funds belonging to the company’s unrestricted equity and at the market price of the shares quoted on regulated market organized by Nasdaq Helsinki Ltd or otherwise established on the market at the time of the repurchase.
The Board of Directors would decide how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. According to the authorisation, the Board of Directors decides on all other matters related to the repurchase of the shares. The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until 22 September 2019. If this authorisation is accepted, it shall cancel the corresponding authorisation to repurchase the company’s shares granted to the Board of Directors by the Annual General Meeting on 30 March 2017.
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 Asiakastieto Group Plc’s website at investors.asiakastieto.fi. The Annual Report, the Report of the Board of Directors and the Auditor’s Report of Asiakastieto Group Plc, are available on the above-mentioned website no later than 1 March 2018. 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 5 April 2018, 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 12 March 2018 registered in the shareholders’ register of the company held by Euroclear Finland Ltd, 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.
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 19 March 2018 at 4:00 p.m. (EET) by giving a prior notice of participation. Such notice can be given a) on the website at investors.asiakastieto.fi; or b) by e-mail to email@example.com or c) by mail Asiakastieto Group Plc / Manager, legal affairs Juuso Jokela, PO Box 16, FI-00581 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identification number, 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 Asiakastieto Group Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
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 he/she on the record date of the Annual General Meeting on 12 March 2018, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. 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 Ltd. at the latest by 19 March 2018, 10:00 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Annual General 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 preregistration for the Annual General Meeting from his/her 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.
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. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her 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 should be delivered in originals to Asiakastieto Group Plc / Manager, legal affairs Juuso Jokela, PO Box 16, FI-00581 Helsinki, Finland before the last date for registration.
4. Other information
Pursuant to chapter 5, section 25 of the 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 15 February 2018, the total number of shares in Asiakastieto Group Plc is 15,102,178 shares and the total number of votes in Asiakastieto Group Plc is 15,102,178.
Helsinki, 15 February 2018
ASIAKASTIETO GROUP PLC
The Board of Directors
Nasdaq Helsinki Ltd
Asiakastieto Group is one of the leading Finnish providers of business and consumer information services. The Group’s products and services are primarily used for risk management, finance and administration, decision-making and sales and marketing purposes. At the end of 2017, the Group had around 19 500 clients, of which 10 500 were contractual clients. The Group serves several industries, the largest ones including finance and banking as well as wholesale and retail sectors and expert service companies. In 2017, the Group’s net sales were EUR 56,2 million and it had 156 employees at the end of 2017. Asiakastieto Group is listed on Nasdaq Helsinki with the ticker ATG1V. More information about Asiakastieto Group is available at www.asiakastieto.fi.