Elite Asset Management Plc, Company Announcement, 12 March 2018, 3:00 p.m. (EET)
Notice to Annual General Meeting of Elite Asset Management Plc
Elite Asset Management Plc's shareholders are invited to the Annual General Meeting to be held on 4 April 2018 at 10:30 a.m. at the Klaus K hotel, Studio K, at Bulevardi 2-4, Helsinki. The reception of participants enrolled to the meeting will begin at 9.30 a.m.
ITEMS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
1. Opening of the meetingCEO's review
7. Adoption of the annual accountsThe Board of Directors proposes that it be authorised to decide at its discretion on a distribution of funds from the unrestricted equity reserve as follows:
The maximum amount of the return of capital to be paid from the unrestricted equity reserve is 0.058 euro per share.
The return of capital payable on basis of the decision of the Board of Directors is paid to shareholders registered in the company's register of shareholders held by Euroclear Finland Ltd on the record date of the payment.
In making a decision on the payment of the return of capital, the Board of Directors must assess the company's payment capacity and financial position as required by the Limited-Liability Companies Act. In addition, the return of capital requires permission by the Financial Supervisory Authority.
The authorisation will be valid until the beginning of the next Annual General Meeting.
Elite Asset Management Plc will disclose any decisions by the Board of Directors on the return of capital separately.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liabilityElite Asset Management Plc's shareholders representing over 50% of the voting rights related to the Company's shares, propose to the Annual General Meeting that the members of the Board of Directors be paid remuneration as follows:
Board members independent of the Company be paid 22,500 euro per year for their service on the Board.
No remuneration be paid to Board members and chairman working for Elite Asset Management Group.
11. Resolution on the number of members of the Board of DirectorsElite Asset Management Plc's shareholders representing over 50% of the voting rights related to the Company's shares, propose to the Annual General Meeting that six (6) members be appointed on the Board of Directors.
12. Election of the members of the board of directorsElite Asset Management Plc's shareholders representing over 50% of the voting rights related to the Company's shares, propose to the Annual General Meeting that the Board of Directors' current members, Kari Juurakko, Rami Niemi, Janne Nieminen, Vincent Trouillard-Perrot and Juha Tynkkynen, be reappointed to the Board of Directors and Pasi Kohmo, CEO of Silmäasema Oyj, be elected on the Board as a new member.
The abovementioned candidates have given their consent to the position and their personal information is available on the company's website at www.elitevarainhoito.fi/hallinto/hallitus.
Among the proposed members, Juha Tynkkynen and Pasi Kohmo were assessed to be independent of the Company in accordance with the Securities Market Association's Corporate Governance Code of 2015 and of the Company's major shareholders.
13. Resolution on the remuneration of the AuditorThe Board of Directors proposes to the Annual General Meeting that compensation and travel expenses be paid to the Company's Auditor against an invoice approved by the Company.
14. Election of the AuditorThe Board of Directors proposes that the Authorised Public Accountant Firm KPMG Oy Ab be elected as the Company's Auditor until close of the next Annual General Meeting and that the elected audit firm appoints its principally responsible auditor.
15. Authorising the Board of Directors to decide on a share issue and issue of special rights carrying entitlement to sharesThe Board of Directors proposes that it be authorised to decide on issuing new shares or special rights carrying entitlement to shares as referred to in chapter 10, section 1 of the Limited-Liability Companies Act or surrender treasury shares subject to the following terms and conditions:
The Board of Directors may issue new shares or surrender A shares held by the Company up to a maximum of 5,000,000 shares (corresponds to 38.93% of shares and 52.76% of votes produced by the current shares in the Company) and new B shares up to a maximum of 5,000,000 shares (corresponds to 38.93% of shares and 2.64% of votes produced by the current shares in the Company).
The new shares may be issued or treasury shares surrendered to the Company's shareholders in proportion with their current holdings, or in a directed issue deviating from the shareholders' pre-emptive right where there is a weighty economic reason from the Company's perspective, such as the use of shares as consideration in corporate acquisitions or other company restructuring or to finance investments and as part of the Company's incentive plan.
The Board of Directors may also decide on an unpaid issue of shares to the Company itself.
New shares may be issued or treasury shares be surrendered against or without consideration. A directed issue may be gratuitous only if there is a particularly weighty economic reason in line with the interests of the Company and all of its shareholders.
The Board of Directors will decide on all other details related to share issues and surrenders of shares.
The authorisation is proposed to be valid for five (5) years as of the end of the Annual General Meeting.
The authorisation will repeal the issue authorisation given on 4 April 2017.
16. Authorising the Board of Directors to decide on the repurchase of the Company's own sharesThe Board of Directors proposes that it be authorised to decide on the repurchase, or acceptance as pledge, of a maximum of 840,000 of the Company's A shares (corresponding to 6.54% of the Company's current shares and 8.86% of current votes) and a maximum of 420,000 of the Company's B shares (corresponding to 3.27% of the Company's current shares and 0.22% of current votes).
The B shares would be acquired in public trading on the First North Finland marketplace maintained by NASDAQ Helsinki Ltd, at the market price at the time of the purchase, not in proportion with the shareholdings of the Company's shareholders, using the Company's distributable equity. The purchase and payment of the B shares will take place in accordance with the rules of the First North Finland marketplace.
The A shares would be acquired, not in proportion with the shareholdings of the Company's shareholders, using the Company's distributable equity. The purchase price of the A shares will be the trade-weighted price of the B shares over the 30 days preceding the purchase date, subject to a mark-up or haircut of no more than ten (10) percent. The purchase and payment of the A shares will take place at the discretion of the Board of Directors.
There must be a weighty economic reason for the purchase of shares, such as the use of shares or special rights to develop the Company's capital structure, as consideration in corporate acquisitions or other restructuring, to finance investments or as part of the Company's incentive plan.
The purchase or acceptance as pledge of own shares reduce the amount of the Company's distributable equity.
The Board of Directors may decide on other details pertaining to the repurchase of shares.
The authorisation is valid until 4 October 2019.
The authorisation will repeal the authorisation for repurchase of own shares issued on 4 April 2017.
17. Amendment of the articles of associationThe Board of Directors proposes that the articles of association of Elite Asset Management Plc be amended as follows:
Current
1 § Name
The name of the Company is Elite Varainhoito Oyj, in English Elite Asset Management Plc and in Swedish Elite Förmögenhetsförvaltning Abp.
Amended
1 § Name
The name of the Company is EAB Group Oyj, in English EAB Group Plc and in Swedish EAB Group Abp.
Current
13 § Notice to a general meeting
The notice to a general meeting shareholders of the Company must be presented to the shareholders no more than three (3) months before the last day for advance notice of attendance mentioned in the notice to the meeting and not less than three (3) weeks before the date of the General Meeting of Shareholders, however, at least nine (9) days before the record date of the General Meeting of Shareholders as provided by chapter 4, section 2 (2) of the Limited-Liability Companies Act by letter mailed to their address entered in the shareholder register or by publishing a notice on the Company website or a notice published in at least one nationwide newspaper specified by the Board of Directors of the Company.
Amended
13 § Notice to a general meeting
The notice to a general meeting shareholders of the company must be presented to the shareholders no more than three (3) months before the last day for advance notice of attendance mentioned in the notice to the meeting and not less than three (3) weeks before the date of the General Meeting of Shareholders, however, at least nine (9) days before the record date of the General Meeting of Shareholders as provided by chapter 5, section 6 a of the Limited-Liability Companies Act by letter mailed to their address entered in the shareholder register or by publishing a notice on the Company website or a notice published in at least one nationwide newspaper specified by the Board of Directors of the Company.
ANNUAL GENERAL MEETING DOCUMENTS
The above resolution proposals on the agenda of the Extraordinary General Meeting and this notice to the meeting are available to the shareholders at the latest on 12 March 2018 on Elite Asset Management Plc's website at www.elitevarainhoito.fi and at the company's headquarters at Eteläesplanadi 22 A, 00130 Helsinki. The resolution proposals will also be available at the Extraordinary General Meeting.
The minutes of the Annual General Meeting will be available on the abovementioned website at the latest on 12 April 2018.
INSTRUCTIONS FOR PARTICIPANTS
1. Right to participate and registrationThe shareholder who is registered on the record date of the Annual General Meeting on 21 March 2018 in the shareholder register maintained by Euroclear Finland Ltd will be entitled to attend the Annual General Meeting. A shareholder whose shares are registered to his personal Finnish book-entry account are registered in the company's register of shareholders.
A shareholder wishing to attend the Extraordinary General Meeting must register for it at the latest on 26 March 2018 at 10 a.m., by which time the registration must be received by the Company. You can register
The registration information should include the shareholder's name, address, personal ID / business ID and telephone number as well as the name of any proxy representative or agent and the personal ID of the agent. Personal data will only be used when dealing with the Annual General Meeting and related necessary registrations. If necessary, the shareholder or his agent should be able to prove his/her identity at the venue.
2. Proxy representative and proxy documentsA shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. The proxy representative of a shareholder will have to produce a dated proxy document, or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
If a shareholder participates in the Annual General Meeting through several proxy representatives who represent the shareholder with shares on different securities accounts, the shares with which each proxy representative represents the shareholder are to be identified in connection with the registration.
Possible proxy documents are requested to be submitted as original documents to Elite Asset Management Plc, Annual General Meeting, Eteläesplanadi 22 A, 00130 Helsinki, before the end of the registration period.
3. Holder of a nominee registered shareThe holder of nominee-registered shares is entitled to attend the Annual General Meeting on the basis of the shares entitling him to be registered in the shareholder register maintained by Euroclear Finland Ltd at the GM's record date on 21 March 2018. Participation also requires that the shareholder has been temporarily entered in the shareholder register maintained by Euroclear Finland Ltd on the basis of these shares at the latest by 29 March 2018 at 10:00 am.
For shares registered in the Register, this is considered to be the registration to the Annual General Meeting.
The holder of a nominee-registered share is advised to request in good time from his custodian the necessary instructions to be temporarily entered in the shareholder register as well as regarding the issuing of credentials and the announcement of the attendance at the Annual General Meeting. The account management organisation of the custodian bank shall request a holder of a nominee-registered share who wishes to attend the Annual General Meeting to be temporarily entered into the company's shareholder register by the above date at the latest.
4. Other informationA shareholder who is present at a general meeting has the right to request information with respect to the matters to be handled at the Meeting in accordance with Chapter 5, Section 25 of the Limited-Liability Companies' Act.
At the time of publishing this notice to the Annual General Meeting on 12 March 2018, Elite Asset Management Plc has a total of 9,298,928 Series A-shares, each of which generates twenty (20) votes at the Annual General Meeting, and 3,544,344 Series B-shares, each of which generates one (1) vote at the General Meeting.
Helsinki, 12 March 2018
ELITE ASSET MANAGEMENT PLC
Board of Directors
Further information:
Elite Asset Management Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@elitevarainhoito.fi
Kari Juurakko, Chairman of the Board
+358 50 582 7411
kari.juurakko@elitevarainhoito.fi
Certified Advisor Merasco Oy
Telephone: +358 9 6129 670
Elite Asset Management Plc is a profitable and growing investment service company offering versatile and high-quality asset management services for both consumer clients and professional investors. Elite Asset Management Plc is listed on the First North Finland market maintained by NASDAQ Helsinki Oy (Helsinki Stock Exchanges). Elite Asset Management Plc is the parent company of Elite Group. The Groups' customer base consists of individuals and corporations that are served nationwide in 17 different offices. Elite employs more than 100 investment professionals, and over 25 tied agents provide the Group's services. On behalf of its clients, the Group manages assets of approximately EUR 3 billion in total. Check out Elite's services at www.elitevarainhoito.fi.
DISTRIBUTION:
NASDAQ Helsinki Oy
The main news media
www.elitevarainhoito.fi