Notice of Extraordinary General Meeting
Silmäasema Oyj
Stock Exchange Release
5 November 2019 at 9:00 a.m. EET
Notice is given to the shareholders of Silmäasema Oyj of the Extraordinary General Meeting to be held on 26 November 2019 at 2:00 p.m. in Pasila Iso Paja Auditorium, address Radiokatu 3, FI-00240 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1:30 p.m.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the Extraordinary General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise 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. Resolution on the remuneration of the members of the Board of Directors
The shareholders' Nomination Board proposes that the annual remuneration of the Board of Directors remains unchanged and is the following:
- Chairman of the Board of Directors: EUR 40,000
- Vice chairman of the Board of Directors: EUR 22,000
- Member of the Board of Directors: EUR 22,000.
In addition, the Nomination Board proposes that in accordance with previously adopted practice the members of the Board will be paid a fee for attending the meetings of the Audit Committee of 400 euros per meeting.
The Nomination Board proposes that the fees to the Board members are paid in cash.
7. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Extraordinary General Meeting that the Board of Directors will have seven (7) members for the term expiring at the close of the Annual General Meeting 2020.
8. Election of the chairman, vice chairman and members of the Board of Directors
The Nomination Board proposes, that from the current members of the company’s Board of Directors, Martti Kiuru and Torsti Sihvola would be re-elected and Harri Halonen, Antti Kummu, Teppo Lindén, Juho Lipsanen and Ulla Näpänkangas would be elected as new members. In addition, the Nomination Board proposes that Antti Kummu would be elected as the Chairman of the Board of Directors and Teppo Lindén would be elected as the Vice Chairman.
All the nominees have given their consent to the position.
The CVs of all persons proposed as Board members are available at Silmäasema Oyj website at https://company.silmaasema.fi/en/annual-general-meeting/egm-2019
9. Closing of the meeting
B. EXTRAORDINARY GENERAL MEETING DOCUMENTS
The proposals for resolutions on the matters on the agenda of the General Meeting set out above as well as this notice will be available on the Silmäasema Oyj website at https://company.silmaasema.fi/en/annual-general-meeting/egm-2019.
The proposals for resolutions will also be available at the General Meeting. The minutes of the General Meeting will be available at the above-mentioned website 10 December 2019 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. A shareholder registered in the shareholders' register
Each shareholder, who is registered in the shareholders' register of the company held by Euroclear Finland Ltd. on 14 November 2019 has the right to participate in the 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 who wishes to participate in the General Meeting, should register for the General Meeting by no later than 18 November 2019 4:00 at p.m.by giving a prior notice of participation, which must be received by the company by no later than the above-mentioned date. Such notice can be given:
- via the company's website at https://company.silmaasema.fi/en/annual-general-meeting/egm-2019;
- by telephone +358 50 416 7632 (during weekdays between 9.00 a.m. and 4.00 p.m.); or
- by regular mail to Silmäasema Oyj, Sari Närvä-Riitala, Radiokatu 3, FI-00240 Helsinki.
In connection with such registration, a shareholder should notify his/her name, personal identification number/business ID, address and telephone number. In addition, shareholders are requested to notify the name and the personal identification number of a possible assistant or proxy representative. The personal data given to Silmäasema Oyj will be used only in connection with the 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.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting according to the shares based on which he/she would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd on the record date of the General Meeting, 14 November 2019. In addition, the right to participate in the General Meeting requires that the shareholder has been registered on the basis of such shares into the temporary shareholders' register held by Euroclear Finland Ltd. by Thursday 21 November 2019 by 10:00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank must register a holder of nominee registered shares who wants to participate in the General Meeting into the temporary shareholders' register of the company by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the 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 demonstrate in a reliable manner his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder holding 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 General Meeting.
Possible proxy documents should be delivered in original form to Silmäasema Oyj, Sari Närvä-Riitala, Radiokatu 3, FI-00240 Helsinki before the last date for registration.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder who is present at the 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 5 November 2019, the total number of shares in Silmäasema Oyj is 14,248,805 and votes represented by such shares total14,248,805.
SILMÄASEMA OYJ
Board of Directors
Silmäasema is a Finnish company, which offers all products and services for optical retail and eye healthcare nationwide. Silmäasema is the largest private eye clinic provider offering eye surgeries and the second largest optical retail chain in Finland. The Silmäasema chain has nearly 150 stores and 13 eye clinics in Finland as well as nine stores in Estonia. The Silmäasema chain employs over 1,000 eye healthcare professionals. The Silmäasema Group’s net sales were EUR 122.9 million in 2018 and adjusted EBITDA was EUR 11.8 million.