EAB-Group-Plc-Amendment-of-the-Articles-of-AssociationsEAB Group Plc, Company Announcement, 28 February 2019, 9:30 a.m. (EET)
Notice to the annual general meeting of EAB Group Plc
EAB Group Plc's shareholders are invited to the Annual Meeting to be held on Friday 5 April 2019 at 09.30 EET at the Rake-Sali Ball Room, at Erottajankatu 4 C, Helsinki. The reception of participants enrolled to the meeting will begin at 08.30 EET.
ITEMS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
CEO's review
The parent company's distributable funds on the 31 December 2018 totalled EUR 23.3 million of which the profit for the period amounted to EUR 3.3 million. The Board of Directors proposes that profit is distributed from the unrestricted equity reserve by paying a return of capital EUR 0.10 per share. The remaining distributable assets will remain in equity.
The Board of Directors proposes that the return of capital will be paid to the shareholders registered in the company's register of shareholders held by Euroclear Finland Ltd on the record date of the payment on the 9 April 2019. The Board of Directors proposes that the return of capital will be paid on 16 April 2019.
EAB Group 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 EAB Group.
EAB Group Plc's shareholders representing over 50% of the voting rights related to the company's shares, propose to the Annual General Meeting that seven (7) members be appointed on the Board of Directors.
EAB Group Plc's shareholders representing over 50% of the voting rights related to the company's shares, propose to the Annual General Meeting that from the current members of the Board of Directors members Kari Juurakko, Janne Nieminen, Vincent Trouillard-Perrot, Juha Tynkkynen and Pasi Kohmo, be reappointed to the Board of Directors, and Therese Cedercreutz and Topi Piela as new members.
The abovementioned candidates have given their consent to the position. Introductions of the candidates are available on the company's website at www.eabgroup.fi/konserni/hallinto/hallitus.
Among the proposed members, Juha Tynkkynen, Pasi Kohmo and Therese Cedercreutz have been assessed to be independent of the company and of the company's major shareholders in accordance with the Securities Market Association's Corporate Governance Code of 2015. In addition, Topi Piela has been assessed to be independent of the company, but dependent on major shareholders.
The 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.
The Board of Directors proposes that the KPMG Oy Ab, with APA Tuomas Ilveskoski as an auditor in charge, be elected as the company's Auditor until close of the next Annual General Meeting.
The Board of Directors proposes that the Articles of Association of EAB Group Plc will be amended as attached to this notice. Note: The English translations are unofficial, and the Finnish version of Articles of Association is legally preferential applied in the company.
The Board of Directors proposes to the Annual General Meeting that in the process of registering the new Articles of Association the share series will be combined with ratio 1:1. After combining of the share series the company has only one series of shares and all shares have equal rights.
For the sake of clarification, after the amendment of the Articles of Association the company has 13,843,272 shares, which is the total number of shares held outside of the company on the day of this notice.
The Board of Directors proposes to the Annual General Meeting that amendment of the Articles of Association and the combining of the share series are conditional for the transfer of the company to the Main Market of Nasdaq Helsinki Ltd (Helsinki Stock Exchange). The amendment and the combination will take effect and will be registered after the company's application of the transfer to Nasdaq Helsinki Main Market is approved by the Listing Committee of Helsinki Stock Exchange.
The Board of Directors proposes to the Annual General Meeting that the Board of Directors or the CEO each separately will be authorised to decide possible technical natured changes required by the authorities.
The Board of Directors proposes to the Annual General Meeting to decide that the variable component of the remuneration of the person working for the company be allowed to exceed 100 percent of the total amount of the fixed remuneration. However, the share of the variable component of the remuneration may not exceed 200 percent of the total amount of the fixed remuneration.
The variable component of remuneration allows to offer flexible total compensation structure for company's personnel. The company aims to limit the increase in fixed costs and to award company's personnel for company's long-term success and value increase. Variable component of remuneration supports the company's strategy, long-term targets, solvency planning for the company and the risk management.
The variable component of remuneration is applied to approximately ten (10) persons in operative management and key personnel. The variable component of the remuneration is not applied to the Board of Directors.
The 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 issue treasury shares subject to the following terms and conditions:
The Board of Directors may issue new shares, issue special rights carrying entitlement to shares or issue treasury shares (shares held by the company) up to a maximum of 10,000,000 shares (corresponds to 72.24% of shares and 72.24% of votes produced by the shares in the company after combination defined in section 15 of this Annual General Meeting has been affected).
The new shares or special rights carrying entitlement to shares may be issued or treasury shares issued 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 or as part of the company's incentive plan.
The Board of Directors may also decide on a share issue to the company itself without payment.
New shares, special rights carrying entitlement to shares or treasury shares may be issued, against or without payment. A directed issue may be without payment 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 issues of treasury shares.
The authorisation is proposed to be valid for five (5) years as of the end of the Annual General Meeting.
The authorisation will supersede the issue authorisation given on 4 April 2018.
The Board of Directors proposes that it will be authorised to decide on the acquisition or acceptance as pledge, of a maximum of 1,300,000 of the company's shares (corresponding to 9.39% of the company's shares and 9.39% of votes produced by the shares in the company after conversion defined in section 15 of this Annual General Meeting).
The shares would be acquired in public trading on the 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 acquisitions and the payment of the shares will be executed in accordance with the rules of the Nasdaq Helsinki marketplace.
There must be a weighty economic reason for the acquisition 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 acquisition or acceptance as pledge of company's own shares will reduce the amount of the company's reserves of unrestricted equity.
The Board of Directors may decide on other details related to the acquisition of company's own shares.
The authorisation is valid until 5 October 2020.
The authorisation will supersede the authorisation for acquisition of company's own shares issued on 4 April 2018.
The Board of Directors proposes that the Annual General Meeting would resolve to establish a permanent Shareholders' Nomination Board which main duties shall include preparing and presenting proposals covering the election and remuneration of the members of the company's Board of Directors to an Annual General Meeting and, where needed, to an Extraordinary General Meeting as well as identifying successors for existing members of the Board.
According to the proposal, the Nomination Board shall consist of five (5) members that represent the company's biggest shareholders. Nomination right belongs to the five shareholders who hold the largest number of votes calculated of all shares in the company on the basis of the registered holdings in the company's shareholders' register held by Euroclear Finland Ltd or based on information represented by the nominee registered shareholders as of the last weekday in August in the year preceding the next annual general meeting. Should a shareholder not wish to use its nomination right, the right may be transferred to the next largest shareholder who would otherwise not have a nomination right. In case two shareholders have an equal number of votes and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision between them shall be made by drawing lots.
The chairman of the company's Board of Directors shall request each of the five (5) largest shareholders to appoint one member to the Nomination Board. The chairman of the Board of Directors shall convene the first meeting of the Nomination Board and act as the chairman of the Nomination Board until the Nomination Board has elected a chairman from among its members who shall be responsible for convening subsequent meetings. The chairman of the Board of Directors will be the Nomination Board's expert member if he/she is not a member of the Nomination Board.
The Nomination Board shall serve until further notice unless otherwise decided by the General Meeting. Its members shall be elected annually, and their term of office shall end when new members are elected to replace them.
The Board of Directors further proposes that the Annual General Meeting would resolve to adopt the Charter of Shareholders' Nomination Board which will stipulate the nomination process and composition of the Nomination Board and determine duties and responsibilities of the Nomination Board. The Charter proposed by the Board of Directors is available on the EAB Group Plc website https://www.eabgroup.fi/konserni/sijoittajaviestinta/yhtiokokous.
ANNUAL GENERAL MEETING DOCUMENTS
The above resolution proposals on the agenda of the Annual General Meeting and this notice to the meeting, financial statements, annual report, auditor's report and other documents required by Finnish Limited Liability Company Act are available to the shareholders at the latest on 12 March 2019 on EAB Group Plc's website at www.eabgroup.fi and at the company's headquarters at Kluuvikatu 3, 00100 Helsinki. The resolution proposals and financial statements are also available at the Annual General Meeting.
The minutes of the Annual General Meeting will be available on the abovementioned website at the latest on 12 April 2019.
INSTRUCTIONS FOR PARTICIPANTS
The shareholder who is registered on the record date of the Annual General Meeting on 26 March 2019 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 Annual General Meeting must register for it at the latest on 2 April 2019 at 10.00 EET. by which time the registration must be received by the company. You may 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 assistant or proxy representative and the personal ID of the proxy representative. The personal data will only be used in connection with the Annual General Meeting and when processing related necessary registrations. If necessary, the shareholder or his proxy representative should be able to prove his/her identity at the venue.
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 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 EAB Group Plc, Annual General Meeting, EAB Group Oyj, Kluuvikatu 3, 00100 Helsinki, before the end of the registration period.
The holders of nominee-registered shares are entitled to attend the Annual General Meeting on the basis of the shares entitling to be registered in the shareholder register maintained by Euroclear Finland Ltd at the Annual General Meeting's record date on 26 March 2019. Participation also requires that shareholders have been temporarily entered in the shareholder register maintained by Euroclear Finland Ltd on the basis of these shares at the latest by 2 April 2019 at 10.00 EET.
For shares registered in the Register, this is considered to be the registration to the Annual General Meeting.
The holders of a nominee-registered shares are advised to request well in advance 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-mentioned deadline at the latest.
A shareholder who is present at the Annual 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 28 February 2019, EAB Group Plc has a total of 5,579,358 Series A-shares, each of which generates twenty (20) votes at the General Meeting, and 8,263,914 Series B-shares, each of which generates one (1) vote at the General Meeting.
Helsinki, 28 February 2019
EAB GROUP PLC
Board of Directors
Further information:
EAB Group Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@eabgroup.fi
Kari Juurakko, Chairman of the Board
+358 50 582 7411
kari.juurakko@eabgroup.fi
Certified Advisor Oaklins Merasco Ltd
Telephone: +358 9 6129 670
EAB Group offers versatile and high-quality asset management services for private investors, institutions and professional investors. The Group's parent company EAB Group Plc is listed on the First North Finland market maintained by Nasdaq Helsinki Oy (Helsinki Stock Exchanges). EAB Group uses the name Elite Alfred Berg as its marketing name. The Group companies include EAB Asset Management Ltd offering asset management activities, and EAB Fund Management Ltd acting as a fund company and authorised alternative investment fund manager. The Groups' customer base consists of individuals and corporations that are served nationwide in 14 different locations. The Group employs more than 100 investment professionals, and over 25 tied agents provide its services. On behalf of its clients, the Group manages assets of over EUR 3 billion in total. Check out EAB Group's services at www.eabgroup.fi.
DISTRIBUTION:
Nasdaq Helsinki Oy
The main news media
www.eabgroup.fi
APPENDIX:
EAB Group Plc Amendment of the Articles of Associations