Notice is given to the shareholders of
The shareholders of the company can only participate in the meeting and exercise their shareholder's rights by voting in advance as well as by submitting counterproposals and asking questions in advance. It is not possible to attend the meeting in person. Instructions for shareholders are provided in section C of this notice (Instructions for the participants in the Annual General Meeting).
The management of the company will not participate in the Annual General Meeting. The company will publish presentations by the Chairman of the Board of Directors and the CEO on its website on or about
The Board of Directors of the company has resolved on extraordinary meeting procedures pursuant to temporary legislation (667/2020) that entered into force on
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
- Opening of the meeting
- Calling the meeting to order
Attorney-at-law
- Election of persons to scrutinize the minutes and to supervise the counting of votes
The company's General Counsel
- Recording of the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Companies Act shall be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by
- Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2020
Since the Annual General Meeting may only be attended by voting in advance, the company's 2020 annual report, including the financial statements of the company, the report of the Board of Directors and the auditor's report, which has been published on
- Adoption of the Financial Statements
- Resolution on the use of profit shown on the balance sheet and the payment of dividend
According to the Financial Statements on
The Board of Directors proposes to the Annual General Meeting that a dividend of
In addition to the above dividend payable for the financial year 2020, the Board of Directors proposes in agenda item 16 of this notice to renew the authorisation of the Board of Directors to resolve on an extra dividend granted by
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability
- Adoption of the Remuneration Report of the governing bodies
The Board of Directors proposes to the Annual General Meeting that the Remuneration Report of the governing bodies be adopted.
Since the Annual General Meeting may only be attended by voting in advance, the Remuneration Report, which has been published on
- Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the remuneration to be paid to the members of the Board of Directors during the next term would consist of a monthly term of office fee as follows:
-
-
-
In addition to the monthly fee, the Board members would receive a meeting fee for the Board of Directors and Board Committee meetings of
The proposals by the Nomination Board concern the term of office of the Board of Directors of
- Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors would be seven (7).
- Election of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the present members of the Board of Directors
The term for the members of the Board of Directors ends on the closing date of the merger of
Further, the Shareholders' Nomination Board proposes that
The CV's of all persons proposed as members of the Board of Directors are available on the company's website at www.altiagroup.com/investors.
- Resolution on the remuneration of the auditor
Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the auditor's fees be paid against an invoice approved by the company.
- Election of the auditor
Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting, that
- Authorization of the Board of Directors to resolve on an extra dividend
Further to the dividend payable for the financial year 2020, as proposed by the Board of Directors in agenda item 8 of this notice, the Board of Directors proposes that the Annual General Meeting renew the Board of Directors' authorisation to resolve on an extra dividend granted by
In connection with the resolution to approve the merger between
Thus, as the above mentioned authorization would otherwise expire at the Annual General Meeting, the Board of Directors proposes to the Annual General Meeting that the Board of Directors' authorization be renewed so that the Board of Directors would be authorized to resolve on the payment of an extra dividend in the same amount and on the same terms and conditions as in the authorization granted by the Extraordinary General Meeting held on
For the sake of clarity, this authorization would replace the corresponding authorization granted by the Extraordinary General Meeting held on
- Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for resolutions on the matters on the agenda of the Annual General Meeting and this notice are available on
C. Instructions for the participants in the Annual General Meeting
In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. There will be no live webcast from the meeting and no recording of the meeting will be published. The shareholders and their proxy representatives can participate in the meeting and exercise the shareholder's rights only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions set out below and other instructions provided by the company.
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on the record date of the Annual General Meeting, on
2. Registration and voting in advance
The registration and advance voting will begin on
In connection with the registration, a shareholder shall notify the requested information such as, his/her name, personal/business ID, email address or telephone number, as well as the name of a possible proxy representative or legal representative, and the personal ID of the proxy representative or legal representative. The personal data given by the shareholders or the representatives to
A shareholder who has a Finnish book-entry account can register and vote in advance on certain items on the agenda of the Annual General Meeting during the period beginning on
a) at the company's website www.altiagroup.com/investors
The Finnish personal identity code or business ID of the shareholder as well as strong identification with Finnish banking codes or mobile ID by the shareholder or the proxy representative is needed for electronic registration and advance voting. The terms and other instructions concerning the electronic voting are available on the company's website www.altiagroup.com/investors.
b) by post or email
A shareholder may submit the advance voting form available on the company's website at www.altiagroup.com/investors on
The advance voting instructions will be available on the company's website at www.altiagroup.com/investors before the advance voting begins. Additional information is also available during the registration period by telephone from the number +358 10 2818 909 from Monday to Friday
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. The proxy representative is also required to vote in advance in the manner instructed in this notice.
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. The representation right can also be demonstrated by using the suomi.fi authorisation service available in the electronic registration service. 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.
A power of attorney template and voting instructions will be available on the company's website at www.altiagroup.com/investors by
Proxy representatives must register and vote in advance on behalf of a shareholder, and he/she can submit counterproposals and ask questions in the manner instructed in the notice. Delivery of proxy documents and advance votes by the due date for the registration and advance voting constitutes due registration for the Annual General Meeting, provided that the aforementioned information required for the registration is included in the documents.
4. Holders 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, i.e. on
A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and the registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank must temporarily register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting in the shareholders' register of the company at the latest by the deadline stated above, and see to the voting in advance on behalf of a holder of nominee registered shares before the due date for the registration.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the company have the right to submit counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to investor.relations@altiagroup.com by
A shareholder has the right to pose questions with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act in connection with the electronic voting no later than
Changes in the 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.
On the date of this notice, the total number of shares in the company and votes represented by such shares is 36 140 485 shares and votes.
In
The Board of Directors
Contacts:
Analysts and investors:
Media: Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867
Distribution:
Principal media
www.altiagroup.com
Altia is a leading Nordic alcoholic beverage brand company operating in the wines and spirits markets in the Nordic and Baltic countries. Altia wants to support a development of a modern, responsible Nordic drinking culture. Altia's flagship brands are Koskenkorva,
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