Viking Line Abp NOTICE TO GENERAL MEETING 1.4.2019, 8.30 AM
Invitation to the Annual General Meeting
The shareholders in Viking Line Abp are invited to the Annual General Meeting, which will be held at 12.00 noon on Thursday, April 25, 2019 at the Alandica Kultur & Kongress auditorium, Strandgatan 33, Mariehamn, Åland, Finland.
The reception of persons who have registered for the meeting and the distribution of voting tickets will begin at 11.00 a.m.
A. The items on the agenda of the Annual General Meeting
The Annual General Meeting will deal with the following items of business:
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
4. Recording the legality of the Meeting
5. Recording of attendance at the Meeting and adoption of the voting list
6. Presentation of the financial statements, the Report of the Directors and the Auditors' Report for the financial year January 1–December 31, 2018
7. Adoption of the financial statements and consolidated financial statements
8. Discharge of the Company's Board of Directors and President and CEO from liability for the financial year
9. Resolution on the distribution of the earnings shown in the balance sheet and on the payment of the dividend
- The Board of Directors of Viking Line Abp proposes that a dividend of € 0.20 per share be paid for the financial year January 1–December 31, 2018. The Board further proposes that the record date for dividend payment be Monday, April 29, 2019 and that the payment date be Tuesday, May 7, 2019.
10. Resolution on the number of Auditors and Deputy Auditors
- The Board of Directors proposes that the Company set the number of Auditors for the financial year 2019 at two and that one Deputy Auditor be appointed.
11. Resolution on the fees payable to the members of the Board of Directors and the Auditors
- The Board of Directors proposes that the fees payable to the members of the Board of Directors remain unchanged as follows:
Annual fee, Chairman of the Board 28,000 euros
Annual fee, other regular Board members 22,000 euros
Annual fee, deputy members of the Board 5,000 euros
In addition, a fee of 1,000 euros per meeting is proposed.
The Board also proposed that the auditors' fees be paid as invoiced.
12. Election of members of the Board of Directors
- The Board proposes the re-election of the incumbent Board members and deputy members.
If the Meeting approves the proposal, the Board of Directors would have the following composition: Ben Lundqvist, Chairman, Nils-Erik Eklund, Erik Grönberg, Agneta Karlsson, Dick Lundqvist, Lars G Nordström and Peter Wiklöf, members; and Ulrica Danielsson, Stefan Lundqvist and Johnny Rosenholm, deputy members.
13. Election of Auditors
The Board of Directors proposes to the Annual General Meeting that Ylva Eriksson, Authorized Public Accountant (CGR) and Petter Lindeman, Authorized Public Accountant (CGR) be re-elected as auditors for 2019 and that that the firm of PricewaterhouseCoopers Oy, Authorized Public Accountants, be re-elected as deputy auditor.
14. Closing of the Meeting
B. Annual General Meeting documents
The proposals of the Board of Directors that refer to the above list of agenda items and this notice of invitation to the Annual General Meeting will be available on Viking Line Abp's website at www.vikingline.com. The Annual Report of Viking Line Abp, which includes the Company's financial statements, the Report of the Directors and the Auditors' Report, is available on the above-mentioned website.
The Board's proposals and the financial statements will also be available at the Annual General Meeting. Copies of the financial statements will also be sent to shareholders, and other documents and a copy of this notice of invitation to the Annual General Meeting will be sent to shareholders upon request.
The minutes of the Meeting will be available on the above-mentioned website at the latest from April 30, 2019 onward.
C. Instructions for participants in the Annual General Meeting
1. Right to participate and registration
Each shareholder who has been registered no later than Thursday, April 11, 2019 (the record date of the Meeting) in the shareholders' register maintained by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the shareholders' register of the Company.
A shareholder who wishes to participate in the Annual General Meeting must register for the Meeting no later than 12.00 noon on Tuesday, April 23, 2019. Registration for the Annual General Meeting can be made:
a) by e-mail to bolagsstamma@vikingline.com
b) by telephone to +358 18 277 27
c) or in writing to Viking Line Abp, Pb 166, AX-22101 Mariehamn, Åland, Finland.
When registering for the Meeting, the shareholder shall state his/her name and personal identification number, as well as the name of any assistant or proxy representative and the personal identification number of this proxy representative.
The personal data that shareholders provide to Viking Line Abp will be used only for purposes connected to the Annual General Meeting and for the processing of related registrations.
A shareholder who is present at the Annual General Meeting is entitled to ask questions regarding the items on the agenda of the Annual General Meeting, pursuant to Chapter 5, Section 25 of the Finnish Companies Act.
2. Proxy representatives and proxy documents
A shareholder may participate in the Annual General Meeting and exercise his/her rights through a proxy representative. The shareholder's proxy representative shall present a dated proxy document (power of attorney) or, in some other reliable manner, demonstrate his/her right to represent the shareholder.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay from the custodian of his/her assets the necessary instructions regarding registration of the shareholder in the shareholders' register, the issuance of proxy documents and registration for the Annual General Meeting. The account management organization of the custodian will register a holder of nominee registered shares who wants to participate in the Annual General Meeting in the temporary shareholders' register of the Company no later than 10.00 a.m. on April 18, 2019.
4. Other instructions and information
On the date of this notice, April 1, 2019, the total number of shares in Viking Line Abp is 10,800,000 shares and the total number of votes in Viking Line Abp is 10,800,000.
Mariehamn, April 1, 2019
VIKING LINE ABP
BOARD OF DIRECTORS
Jan Hanses
President and CEO
The text above is a translation of the Swedish official invitation to the Annual General Meeting.
jan.hanses@vikingline.com +358-18-27000