Helsinki, Finland, 2013-03-22 11:29 CET (GLOBE NEWSWIRE) -- Finnlines Plc Stock Exchange Release 22 March 2013
FINNLINES PLC’S NOTICE TO THE ANNUAL GENERAL MEETING
Notice is given to the shareholders of Finnlines Plc to the Annual General Meeting to be held on Tuesday, 16 April 2013 at 12.00 in Radisson Blu Royal Hotel, Runeberginkatu 2, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting will begin at 11.00.
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
3. Election of the persons to scrutinize the minutes and to supervise the counting of the 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 Annual Accounts of 2012, the Report of the Board of Directors and the Auditor’s Report for the Year 2012
7. Adoption of the Annual Accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that no dividend shall be paid for the accounting period ended on 31 December 2012 and, therefore, no dividend payment date shall be determined.
9. Resolution on the discharge of the Members of the Board of Directors and the President/CEO from liability
10. Resolution on the remuneration of members of the Board of Directors
Shareholders representing over 69 percent of the shares and votes of the Company propose to the Annual General Meeting that the annual remuneration payable to the members of the Board to be elected at the Annual General Meeting for the term until the close of the Annual General Meeting in 2014 remain unchanged from 2012 as follows: EUR 50,000 for the Chairman, EUR 40,000 for the Vice Chairman, and EUR 30,000 for each member.
11. Resolution on the number of members of the Board of Directors
Shareholders representing over 69 percent of the shares and votes of the Company propose to the Annual General Meeting that the number of Board Members be seven.
12. Election of members of the Board of Directors
Shareholders representing over 69 per cent of the shares and votes of the company propose to the Annual General Meeting that the current Board Members Emanuele Grimaldi, Gianluca Grimaldi, Diego Pacella, Olav K. Rakkenes, Jon-Aksel Torgersen, Tiina Bäckman and Christer Backman be re-elected for the term until the close of the Annual General Meeting in 2014. All candidates have consented to being elected. The candidates are presented on the Company’s Internet site.
13. Resolution on the remuneration of the Auditor
The Board of Directors proposes that the auditors to be elected at the Annual General Meeting be reimbursed in accordance with the Auditors’ invoice approved by the Company.
14. Election of the Auditor
The Board of Directors proposes to the Annual General Meeting that the APA firm KPMG Oy Ab be elected as the auditor.
15. Authorization of the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on the issuance of shares in one or several tranches.
Based on the authorization, the Board of Directors may decide on the issuance of new shares in one or several tranches so that the total number of shares issued based on the authorization is 10,000,000, at maximum. The proposed maximum number corresponds to approximately 21.4 percent of all the outstanding shares in the Company on the date of this notice.
Based on the authorization, the Board of Directors may decide to issue shares in deviation from the shareholders’ pre-emptive right (a directed share issue). The Board of Directors is authorized to decide to whom and in which order the shares will be issued. The authorization includes the right of the Board of Directors to decide on the terms and conditions of the share issues and matters related to the measures in accordance with the Companies Act.
The authorization is proposed to be in force until the next Annual General Meeting. This authorization replaces the Annual General Meeting’s authorization to decide on a share issue of 17 April 2012 to the extent the previous authorization has not been used.
16. Amendment of § 10 of the Articles of Association of the Company
The Board of Directors proposes to the Annual General Meeting that § 10 of the Articles of Association of the Company regarding the convocation way of announcement of the Shareholders Meeting be altered as follows:
“The Shareholders’ Meeting shall be announced in a national newspaper chosen by the Board or on the web site of the company, no earlier than three months before the Shareholders’ Meeting and no later than 21 days before the Shareholders’ Meeting. The invitation must in any event be given no later than nine (9) days before the record date of the Shareholders Meeting.”
17. Other possible proposals to the Annual General Meeting
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above proposals of the Board of Directors relating to the agenda of the Annual General Meeting as well as this notice are available on the Company’s Internet site at www.finnlines.com. The annual report of the Company, including the Company’s Annual Accounts, the report of the Board of Directors and the Auditor’s report for the 2012 financial period, is scheduled to be available on the above-mentioned Internet site as of 26 March 2013. The proposals of the Board of Directors and the Annual Accounts will also be available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The Minutes of the Annual General Meeting will be available on the above-mentioned Internet site as from 30 April 2013 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Shareholder registered in the Shareholders’ Register
Each shareholder, who is registered on 4 April 2013, the record date of the meeting, in the Register of Shareholders of the Company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry accounts is registered in the Shareholders’ Register of the Company.
A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting by giving a prior notice of participation no later than Thursday, 11 April 2013 at 16:00 (Finnish time) by which time the registration must to arrive in the Company. Such notice can be given:
a) by e-mail to IR@finnlines.com;
b) by telephone to the number +358 10 343 4404 from 9:00 (Finnish time) and 16:00, Mon–Fri;
c) by telefax to the number +358 10 343 5200; or
d) by mail to the address Finnlines Plc, Share Register, POB 197, FIN-00181 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, address or e-mail address, telephone number and the name of a possible assistant or proxy representative. The personal data disclosed by the shareholders to Finnlines Plc will only be used in connection with the Annual General Meeting and the processing of related necessary registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holder of nominee registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting, if he/she has, based on his/ her shareholding, the right to be entered in the Shareholders’ Register on 4 April 2013, the record date of the Annual General Meeting. In addition, the right to participate requires that the holder of nominee registered shares has been registered into the temporary Shareholders’ Register held by Euroclear Finland Ltd. based on these shares by 11 April 2013, 10:00 (Finnish time), being the third banking day preceding the date of the Annual General Meeting. This is also considered registration for the Annual General Meeting as regards nominee registered shares.
Such a shareholder is advised to request from his/her custodian bank, without delay, the necessary instructions regarding the registration in the temporary Shareholders’ Register of the Company, the issuing of proxy documents and registration for the Annual General Meeting. The account management organization of the custodian bank shall register a holder of nominee registered shares who wishes to participate in the Annual General Meeting into the temporary Shareholders’ Register of the Company at the latest by the time stated above.
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. 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. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in 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.
Possible proxy documents should be delivered in originals to the Share Register (at the address: Finnlines Plc, Share Register, POB 197, FIN-00181 Helsinki, Finland) before the last date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the Annual General Meeting, 22 March 2013, the total number of shares in Finnlines Plc is 46,821,037 shares and the total number of votes is 46,821,037 votes.
Helsinki 22 March 2013
Finnlines Plc
The Board of Directors
Distribution
Nasdaq OMX Helsinki Oy
Main Media