Enento Group Plc’s Notice to the Annual General Meeting
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 PLCBoard of Directors
For further information: Juuso Jokela, Legal
CounselEnento Group PlcTel. +358 10 270 7403
Distribution: Nasdaq HelsinkiMajor 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.
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