ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE 15 FEBRUARY 2019 at 4.00 P.M. EET
Asiakastieto Group Plc's Notice to the Annual General Meeting
Notice is given to the shareholders of Asiakastieto Group Plc to the Annual General Meeting to be held on Thursday 28 March 2019 starting at 10:00 a.m. (EET) at Finlandia Hall (Terrace Hall, address Mannerheimintie 13 E, Helsinki). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:15 a.m. (EET).
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of 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 Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2018
Review by the CEO.
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds
The Board of Directors proposes that from the financial year ended 31 December 2018, funds be distributed EUR 0.95 per share, i.e. EUR 22,756,265.80 in total based on the company's registered total number of shares at the time of the proposal. The Board of Directors proposes that the distribution of funds is composed of EUR 0.47 per share in dividend and EUR 0.48 per share as equity repayment from the reserve for invested unrestricted shareholders' equity. The dividend and equity repayment from the reserve for invested unrestricted shareholders' equity will be paid to a shareholder registered in the company's shareholders' register held by Euroclear Finland Ltd on the payment record date of 1 April 2019. The Board of Directors proposes that the funds be paid on 11 April 2019.
The remunerations to be paid on the basis of the Performance Share Plan 2016 and Matching Share Plan 2015 of the company's management's Long Term Incentive Plan are further expected to result in an issuance of 39,328 new shares in Asiakastieto Group Plc, entitling to the distribution of funds from the financial year 2018, in which case the total amount of distributed funds would be EUR 22,793,627.40.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes increases in the remuneration payable to the Board of Directors. The Shareholders' Nomination Board proposes that the remunerations payable to the Chairperson of the Board of Directors be EUR 50,000 per year and to other Board members be EUR 35,000 per year. In addition, an attendance fee of EUR 500 per Board meeting will be paid for the attendance to the Board meeting. The Shareholders' Nomination Board also proposes that the chairpersons of the committees of the Board of Directors will be paid an attendance fee of EUR 500 per committee meeting and the committee members will be paid an attendance fee of EUR 400 per committee meeting.
The Nomination Board proposes that no remuneration will be paid to the members of the Nomination Board but it proposes that the reasonable travelling expenses for the attendance to the meetings will be paid to members.
11. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes the number of members of the Board of Directors be resolved to be six (6).
12. Election of members of the Board of Directors
The Shareholders' Nomination Board proposes that Petri Carpén, Patrick Lapveteläinen, Carl-Magnus Månsson and Martin Johansson be re-elected as the members of the Board of Directors for the term that will continue until the close of the next Annual General Meeting. In addition, the Shareholders' Nomination Board proposes that Petri Nikkilä and Tiina Kuusisto be elected as new members of the Board of Directors for the same term. The presentations of the proposed persons are available on the company's website at https://investors.asiakastieto.fi/ by 7 March 2019 at the latest.
The Shareholders' Nomination Board has evaluated the proposed persons' independence of the company and of the major shareholders and it has been determined that of the proposal is in accordance with the Finnish Corporate Governance Code.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the remuneration of the auditor be paid according to the reasonable invoice approved by the Board of Directors' Audit Committee.
14. Election of auditor
The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorised Public Accountants Firm, be re-elected as the company's auditor for a term that will continue until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has announced that the auditor-in-charge would be Martin Grandell, the Authorised Public Accountant.
15. Authorising the Board of Directors to resolve on the issuance of shares
The Board of Directors proposes that the Board of Directors be authorised to resolve on one or more issuances of shares, including the right to issue new shares in the company or to transfer the company's treasury shares. The authorisation would cover up to a total of 1,500,000 shares, corresponding 6.3 per cent of the company's registered total number of shares at the time of the proposal.
The Board of Directors would also be authorised to resolve on a directed issuance of shares in the company. The authorisation could be used for material arrangements from the company's point of view, such as financing or carrying out business arrangements or investments or for other such purposes determined by the Board of Directors in which case there would be a weighty financial reason for issuing shares or for a directed issuance of shares.
The Board of Directors would be authorised to resolve on all other terms and conditions of the issuance of shares, including the payment period, grounds for the determination of the subscription price and subscription price or issuance of shares without payment or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until 28 September 2020. If this authorisation is approved, it will revoke the share issuance authorisation granted to the Board of Directors by the Annual General Meeting on 22 March 2018.
16. Authorising the Board of Directors to resolve on the repurchase of the company's own shares
The Board of Directors proposes that the Board of Directors be authorised to decide, in one or several instalments, on the repurchase of maximum of 1,500,000 company's own shares. The proposed maximum number of shares corresponds to approximately 6.3 per cent of the company's registered total number of shares at the time of the proposal.
The shares would be repurchased using the company's invested unrestricted shareholders' equity, and thus, the repurchases will reduce funds available for distribution. The shares could be repurchased for developing the company's capital structure, for financing or carrying out potential corporate acquisitions or other business arrangements, to be used as a part of the company's remuneration or incentive plan or to be otherwise transferred further, retained by the company as treasury shares, or cancelled, for example.
In accordance with the resolution of the Board of Directors, the shares could also be repurchased otherwise than in proposition to the existing shareholdings of the company as directed repurchases at the market price of the shares quoted on the trading venues where the company's shares are traded or at the price otherwise established on the market at the time of the repurchase.
The Board of Directors shall resolve on all other matters related to the repurchase of the company's own shares, including on how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until 28 September 2020. If this authorisation is accepted, it shall cancel the authorisation to repurchase the company's shares granted to the Board of Directors by the Annual General Meeting on 22 March 2018.
17. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned resolution proposals relating to the agenda of the Annual General Meeting as well as this Notice are available on Asiakastieto Group Plc's website at investors.asiakastieto.fi. The Financial Statements, the Consolidated Financial Statement, the Report of the Board of Directors and the Auditor's Report of Asiakastieto Group Plc, are available on the above-mentioned website no later than 7 March 2019. The proposals for decisions and the other above-mentioned documents are also available at the Annual General Meeting. Copies of these documents and of this Notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 11 April 2019, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is on the record date for the Annual General Meeting on 18 March 2019 registered in the shareholders' register 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 shareholders' register of the company.
A shareholder who is registered in the shareholders' register of the company and wants to participate in the Annual General Meeting shall register for the meeting no later than on 25 March 2019 at 4:00 p.m. (EET) by giving a prior notice of participation. Such notice can be given a) on the website at investors.asiakastieto.fi; or b) by e-mail to ir@asiakastieto.fi or c) by mail Asiakastieto Group Plc / Manager, legal affairs Juuso Jokela, PO Box 16, FI-00581 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identification number, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of a proxy representative. The personal data given to Asiakastieto Group Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting venue.
2. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting on 18 March 2019, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd. at the latest by 25 March 2019, 10:00 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and preregistration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders' register of the company by the time stated above at the latest.
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 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 Asiakastieto Group Plc / Manager, legal affairs Juuso Jokela, PO Box 16, FI-00581 Helsinki, Finland before the last date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General 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 15 February 2019, the total number of shares in Asiakastieto Group Plc is 23,953,964 shares and the total number of votes in Asiakastieto Group Plc is 23,953,964.
Helsinki, 15 February 2019
ASIAKASTIETO GROUP PLC
Board of Directors
For further information:
Juuso Jokela, Legal Councel
Asiakastieto Group Plc
tel. +358 10 270 7403
Distribution:
Nasdaq Helsinki Ltd
main communication channels
investors.asiakastieto.fi
Asiakastieto Group is one of the leading providers of digital business and consumer information services in the Nordic countries. The Group's products and services are primarily used for risk management, finance and administration, decision-making and sales and marketing purposes. We are operating in Finland under the brand Suomen Asiakastieto and in Sweden under the brand UC. Our pro forma annual net sales for 2017 was EUR 134 million and the number of employees was approximately 450. The Group serves several industries, the largest ones including finance and banking as well as wholesale and retail sectors and expert service companies. Asiakastieto Group is listed on Nasdaq Helsinki with the ticker ATG1V. More information about Asiakastieto Group is available at www.asiakastieto.fi and www.uc.se.