Finnlines Plc Stock Exchange Release 18 March, 2010
NOTICE TO THE ANNUAL GENERAL MEETING 2010
Notice is given to the shareholders of Finnlines Plc to the Annual General
Meeting to be held on Wednesday, 14 April 2010 at 12:00 at Hotel Scandic
Continental, Mannerheimintie 46, 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 to order of the meeting
3. Election of the persons to confirm the minutes and to verify 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 2009, the report of the Board of
Directors and the Auditor's report for the year 2009
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 2009 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 number of members of the Board of Directors
Shareholders representing over 65 percent of the shares and votes of the Company
propose to the Annual General Meeting that the number of Board Members be six.
11. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing over 65 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 2011 be unchanged from
2009 as follows: EUR 50 000 for the Chairman, EUR 40 000 for the Vice Chairman,
and EUR 30 000 for each member.
12. Resolution on the remuneration of the Auditors
It is proposed to the Annual General Meeting that the external auditors to be
elected at the Annual General Meeting be reimbursed in accordance with the
Auditors' invoice approved by the Company.
13. Election of members of the Board of Directors
Shareholders representing over 65 percent of the shares and votes of the Company
propose to the Annual General Meeting that all current Board Members be
re-elected for the term until the close of the Annual General Meeting in 2011:
Mr Emanuele Grimaldi, Mr Gianluca Grimaldi, Mr Diego Pacella, Mr Antti
Pankakoski, Mr Olav K Rakkenes and Mr Jon-Aksel Torgersen. All candidates have
consented to being re-elected. The candidates are presented on the Company's
Internet site.
14. Election of Auditor
The Annual General Meeting shall elect the Auditor and the Deputy 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 authorise 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 20 000 000, at maximum. The proposed maximum
number corresponds to approximately 43 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
derogation from the shareholders' pre-emptive right (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. The authorization replaces the Annual General Meeting's authorization
to decide on a share issue of 15 April 2009.
16. Amendment of § 10 and § 13 of the Articles of Association of the Company
Amendment of § 10
The Board of Directors proposes to the Annual General Meeting that § 10 of the
Articles of Association of the Company regarding the convocation period of the
Shareholders' Meeting be altered to correspond with the amended provisions of
the Companies Act as follows:
“The Shareholders' Meeting shall be announced in a national newspaper chosen by
the Board, 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.”
Amendment of § 13
The Board of Directors proposes to the Annual General Meeting that § 13 of the
Articles of Association concerning the holding of the Annual General Meeting be
specified as follows:
”The Annual General Meeting shall be held annually at the latest in June.
At the Annual General Meeting the following shall be
presented:
1. The financial statements
2. The Auditors' report;
decided:
3. Approval of the income statement and balance sheet;
4. Measures to which the result shown in the financial statements may give rise
as well as the date, starting from which the shareholders can collect their
dividends;
5. Discharge from liability to the members of the Board of Directors and the
President;
6. Number of Board Members and the remuneration to be paid to Board Members;
7. The remuneration to be paid to the Auditors;
8. Any other matters mentioned in the convocation to the General Meeting;
elected:
9. Board Members and
10. The Auditor and Deputy Auditor.”
17. Presentation of the report regarding special audit
Presentation to the Annual General Meeting of the report dated 14 September 2009
by Hannu Niilekselä, Authorized Public Accountant appointed by the County
Administrative Board of Southern Finland, which has been available to the
shareholders at the Company's head office as of 16 September 2009.
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The 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 2009 financial period, is scheduled to be available on
the above-mentioned Internet site as of 23 March 2010. The Minutes of the Annual
General Meeting will be available on the above-mentioned Internet site as of 28
April 2010, at the latest. 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 printed Annual
Report will be sent to shareholders upon request as from April 8, 2010.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered on 31 March 2010, 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
account, is registered in the Register of Shareholders 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
Friday, 9 April 2010 at 16:00 (Finnish time) by which time the registration
needs to arrive in the Company. Notice can be given either in writing to
Finnlines Plc, Share Register, POB 197, FIN-00181 Helsinki, Finland, by
telephone on +358 (0)10 343 4404, by e-mail at IR@finnlines.com , or by fax on
+358 (0)10 343 4425.
In connection with the registration, a shareholder shall notify his/her name,
address and/or e-mail address, telephone number and the name of a possible
assistant. The personal data given to the Company is only used in connection
with the Annual General Meeting and with the processing of related
registrations.
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.
2. 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 at
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 Finnlines' Share Register at the address Finnlines
Plc, Share Register, POB 197, FIN-00181 Helsinki, Finland, before the last date
for registration.
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual
General Meeting, if he or she has, based on his or her shareholding, the right
to be entered in the Register of Shareholders on 31 March 2010, the record date
of the Annual General Meeting. Such nominee-registered shareholder is advised to
request without delay necessary instructions regarding the registration in the
Register of Shareholders, the issuing of proxy documents and registration for
the Annual General Meeting from his/her custodian bank. The account operator of
the custodian bank will notify a holder of nominee-registered shares, who wants
to participate in the Annual General Meeting, for temporary registration into
the Register of Shareholders of the Company in accordance with the rules of
Euroclear Finland Ltd at the latest at 10:00 am Finnish time on 9 April 2010
being the third banking day preceding the date of the Annual General Meeting.
4. Other information
On the date of this notice to the Annual General Meeting, March 18, 2010, the
total number of shares in Finnlines Plc is 46 821 037 shares and the total
number of votes in Finnlines Plc is 46 821 037 votes.
The Annual General Meeting will be held in Finnish.
Helsinki, 18 March 2010
Finnlines Plc
The Board of Directors
Distribution
Nasdaq OMX Helsinki Ltd
Main media