Company release
Notice is given to the shareholders of
Shareholders of
A. Matters on the agenda of the Annual General Meeting
The following matters are to be dealt with the Annual General Meeting:
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 financial year
- Presentation of the CEO's review
The financial statements include the balance sheet and the profit and loss account, the financial statement, and the notes for both the Group and the parent company. The financial statements, the report of the Board of Directors, and Auditor's report are available on the company's website www.fondia.com/AGM2024.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Board of Directors proposes to the Annual General Meeting that, based on the financial statements for the financial period
The Board of Directors proposes to pay the dividends for the financial year 2023 in two instalments as follows:
An actual dividend of
The parent company's distributable funds at the end of the financial year were
9. Resolution on the discharge of Members of the Board of Directors and CEO from liability for the financial year
10. Consideration of the remuneration report for the governing bodies
The Board of Directors proposes the Annual General Meeting to approve the remuneration report for governing bodies from financial year 2023. According to the Finnish Companies Act, the resolution is advisory. The remuneration report for governing bodies is available on the company's website www.fondia.com/AGM2024.
11. Consideration of the remuneration policy for the governing bodies
The Board of Directors proposes the Annual General Meeting to approve the remuneration policy for governing bodies 2024. According to the Finnish Companies Act, the resolution is advisory. The remuneration policy for governing bodies is available on the company's website www.fondia.com/AGM2024.
12. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing in total more than 33% of all shares and votes represented by the shares, jointly propose to the Annual General Meeting that the following remuneration be paid to the Board of Directors to be chosen for the term beginning at the close of the Annual General Meeting on
chairperson of the Board of Directors
member of the Board of Directors each
In addition, the shareholders in question propose that the travel expenses of the members of the Board of Directors shall be reimbursed in accordance with the maximum amount of the respective travel allowance base approved by the Tax Administration.
13. Resolution on the number of the members of the Board of Directors
Shareholders representing in total more than 33% of all shares and votes represented by the shares, jointly propose to the Annual General Meeting that six (6) members be elected to the Board of Directors.
14. Election of members of the Board of Directors
Shareholders representing in total more than 33% of all shares and votes represented by the shares, jointly propose to the Annual General Meeting that the following persons be re-elected as members of the Board of Directors for a term beginning at the close of the Annual General Meeting on
Johan Hammarén
and as a new member:
The above-mentioned nominees have given their consent to their election.
According to the assessment of the proposing shareholders, all nominees are independent of the company and
The above-mentioned shareholders propose that in the Annual General Meeting the shareholders take a stand on the proposal for the election of the members of the Board of Directors as a whole. The proposing body has assessed the proposed composition of the Board of Directors as to its overall structure as well as to its individual nominees based on the requirements set forth in the Board's Diversity Policy and in the Corporate Governance Code. The proposing body believes that, in addition to the complementary excellence and experience of the individual Board nominees, the proposed Board as a whole, meets the requirements of both the Corporate Governance Code and the Board Diversity Policy.
All the proposed nominees for the Board of Directors are presented on the company's website www.fondia.com/AGM2024.
15. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the remuneration to the auditor to be elected be paid in according to the auditor's reasonable invoice approved by the company.
16. Election of the auditor
The Board of Directors proposes to the Annual General Meeting that
The auditor's term of office ends at the close of the next Annual General Meeting following the election.
17. Authorising the Board of Directors to decide on the repurchase of company's own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide on the repurchase of company's own shares as follows:
The number of own shares to be repurchased on the basis of the authorisation shall not exceed 300,000 shares in total, which corresponds to approximately 7.6% of the current total number of the shares in the company. However, the company, together with its subsidiaries, may not own and/or pledge more than 10% of all shares in the company at any time. Own shares may only be repurchased on the basis of the authorisation by using the unrestricted equity of the company.
Own shares can be repurchased on the repurchase date at a price formed in multilateral trading or otherwise at a price formed in the market. Shares may also be repurchased outside public trading at a price that does not exceed the market price in public trading at the time of acquisition.
The Board of Directors decides how the shares are repurchased. Own shares may be repurchased other than in proportion to the shares held by the shareholders (directed repurchase) if there is a weighty financial reason for the company within the meaning of Chapter 15, Section 6 of the Companies Act.
Own shares may be repurchased for the purpose of developing the company's capital structure, for transfer for the purpose of financing or implementing possible acquisitions, investments or other arrangements relating to the company's business, for use in the company's incentive schemes or otherwise for further transfer, retention or annulment.
The authorisation annuls the authorisation given to the Board of Directors by the Annual General Meeting of
18. Authorising the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorised to decide on the issuance of shares, option rights and other special rights entitling to shares referred to in Chapter 15, Section 6 of the Finnish Limited Liability Companies Act in one or more tranches as follows:
The number of shares to be issued on the basis of the authorisation shall not exceed 390,000 shares in total (including shares to be issued on the basis of special rights), which corresponds to approximately 9,9% of the current total number of the shares in the company.
The Board of Directors decides on all the conditions of the issuance of shares, option rights and special rights entitling to shares. The authorisation may be used to issue both new shares and shares held by the company. New shares may be issued, and shares held by the company may be transferred either against payment or free of charge. In the issue and transfer of shares, option rights and other special rights entitling to shares, the shareholders' pre-emptive subscription rights (directed issue) may be derogated from if there is a weighty economic reason from the company's point of view, such as the use of shares to develop the company's capital structure, to implement possible acquisitions, investments or other arrangements relating to the company's business or to implement the company's commitment and incentive schemes. The Board of Directors may also decide on a share issue free of charge to the company itself.
The authorisation annuls the authorisation given to the Board of Directors by the Annual General Meeting of
19. Closing of the meeting
B. Documents of the Annual General Meeting
This notice, which contains all the proposals for resolutions on the agenda of the Annual General Meeting, is available on the company's website www.fondia.com/AGM2024.
The documents will also be available for inspection at the Annual General Meeting, and copies of them and of this notice will be sent for shareholders on request. The minutes of the Annual General Meeting will be available for inspection on the above-mentioned website by
C. Instructions for the participants in the Annual General Meeting
1. Shareholder registered in the shareholders' register
Each shareholder who is registered in the shareholders' register of the company held by
Registration for the Annual General Meeting and advance voting will begin on
Registration for the Annual General Meeting can be done in the following ways:
- on the company's website www.fondia.com/AGM2024.
Registration requires strong electronic authentication of a shareholder who is a natural person. When a shareholder who is a natural person logs into the service through the company's website, they will be redirected to the electronic authentication. Then, in one session, the shareholder can register for the Annual General Meeting, appoint a proxy and vote in advance. Strong electronic authentication can be made with Finnish bank ID or mobile certificate.
Shareholders who are legal persons need the shareholder's book-entry account number and the entity/identification ID in addition to other required information to register electronically. For shareholders who are legal persons, electronic registration does not require strong electronic authentication. However, if the authorized representative of the shareholder who is a legal person uses the Suomi.fi electronic authorisation service described in section C.3., registration requires a strong electronic authentication of the authorized person by using Finnish bank ID or a mobile certificate.
- by e-mail to ir@fondia.com or by regular mail to address
- by phone +358 20 7205 689, from
In connection with the registration the requested information shall be provided, such as the shareholder's name, date of birth/personal identification number or business identification number, address, phone number and email address as well as the name of potential representative or proxy and the date of birth or personal identification number of the representative or proxy. The personal information given to the company or to
The shareholder or their representative or proxy must be able to prove their identity and/or right of representation at the meeting venue, if necessary.
2. 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 the shareholder on the record date of the Annual General Meeting, on
A holder of nominee-registered shares is advised to request necessary instructions regarding the registration in the company's temporary shareholders' register, the issuing of proxy documents and voting instructions, registration for the Annual General Meeting and advance voting from their custodian bank without delay. The account management organization of the custodian bank has to register the holder of nominee-registered shares, who wishes to participate in the Annual General Meeting, into the temporary shareholders' register of the company within the aforementioned registration period and, if necessary, take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares.
More information is available on the company's website www.fondia.com/AGM2024.
3. Proxy representative and powers of attorney
A shareholder is entitled to participate and make use of their rights as a shareholder at the Annual General Meeting by proxy. A shareholder's proxy representative may also, if they wish so, vote in advance by regular mail or e-mail as set out in this notice. Proxy representative of the shareholder shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Templates for proxy form and voting instruction are available on the company's website www.fondia.com/AGM2024. The original proxy form must be prepared to be presented at the Annual General Meeting at the latest.
If the shareholder participates in the Annual General Meeting through several proxy representatives, who represent the shareholder with shares in different securities accounts, the shares on the basis of which each proxy representative represents the shareholder must be indicated in connection with the registration.
A proxy representative must deliver a proxy document given to them by e-mail to ir@fondia.com or by regular mail to
Shareholders can also use the electronic Suomi.fi authorisation service instead of the traditional proxy document. In this case, the shareholder authorises an assignee nominated by him/her in the Suomi.fi service at https://www.suomi.fi/e-authorisations using the authorisation topic "Representation at the General Meeting". When registering, the assignee must identify themselves with strong electronic authentication, after which the electronic mandate is automatically checked. The strong electronic authentication works with a Finnish bank ID or a mobile certificate. More information is available at the address Suomi.fi/e-authorisations and on the company's website www.fondia.com/AGM2024.
The above-mentioned websites also provide information on registering for the Annual General Meeting and voting in advance for a minor, other impaired or foreign shareholder who has a Finnish book-entry account.
4. Voting in advance
A shareholder whose shares are registered on the Finnish book-entry account may vote in advance on agenda items 7-18 of the Annual General Meeting during the period from
a) on the company's website www.fondia.com/AGM2024.
Shareholders who are natural persons log in to the service with strong electronic authentication, using Finnish bank ID or a mobile certificate. Strong electronic authentication for registration and advance voting requires the use of Finnish bank ID or mobile certificates and the shareholder needs to provide personal identification number or business ID, e-mail address and/or telephone number.
Strong electronic authentication is not required from shareholders that are legal persons. Shareholders who are legal persons need the shareholder's book-entry account number in addition to the business/individual IDs to log in. The number of the book-entry account can be found, among other things, on the account statement of the book-entry account.
If the shareholder's authorized representative uses the electronic Suomi.fi e-authorisation, registration requires strong electronic authentication of the authorized person by using a Finnish bank ID or Finnish mobile certificate.
b) by regular mail or e-mail
A shareholder may submit the advance voting form available on the company's website www.fondia.com/AGM2024, or equivalent information by post to
The advance voting instructions are available on the company's website www.fondia.com/AGM2024.
If a shareholder participates in the Annual General Meeting by submitting advance votes by regular mail or e-mail to
In connection with the advance voting, a shareholder or a proxy representative is required to provide the requested personal information. The personal information given to
A shareholder who has voted in advance cannot exercise their right to ask questions or demand a vote or vote on a possible counterproposal under the Companies Act unless they attend the Annual General Meeting in person or by proxy representative at the meeting venue. A shareholder may take a position on the items they wish to vote on and change their advance votes during the advance voting period and may also browse through the advance votes they have cast even after the Annual General Meeting. Shareholders may also print out a confirmation of the votes they have given in advance.
For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager 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.
Advance voting and other instructions for the Annual General Meeting are available on the company's website www.fondia.com/AGM2024.The above-mentioned websites also provide information on how to register for the Annual General Meeting and advance voting for a minor, other impaired or foreign shareholder who has a Finnish book-entry account.
5. Other instructions and information
The meeting will be held in Finnish and there is no simultaneous interpretation at the meeting.
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to ask questions with respect to the matters to be considered at the meeting.
Changes in the shareholding after the record date for the Annual General Meeting do not affect the right to attend the Annual General Meeting or the number of votes of the shareholder.
On the date of this notice to the Annual General Meeting,
Board of Directors
For further information, please contact:
Chairperson of the Board
tel. +358 40 774 2099
tel. +358 50 520 4098
www.fondia.com
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