Notice of the Annual General Meeting
eQ Plc Stock Exchange Release
4 February 2022, at 8:20 a.m.
The Annual General Meeting (AGM) of eQ Plc will
be held on Wednesday 23 March 2022 at 12:00 noon at eQ Group’s
premises. Shareholders of the Company may participate in the
Annual General Meeting and use their shareholder rights only by
voting in advance and by making counterproposals and presenting
questions in advance. It is not possible to attend the AGM
in person due to precautionary measures related to the corona
pandemic. Further instructions for shareholders can be found in
this notice under section C Instructions for the participants of
the AGM.
The Board of Directors of the Company has
decided on an exceptional meeting procedure based on the temporary
legislation (375/2021) that has entered into force on 8 May 2021.
To limit the spread of the Covid-19, the Company has decided to
take actions enabled by the temporary legislation in order to hold
the Annual General Meeting in a predictable manner and to secure
the health and safety of the Company’s shareholders, employees and
other stakeholders.
After the Annual General Meeting, on the same
day 23 March 2022 at 17:00, a separate presentation by the CEO will
be held via video connection, after which shareholders can ask
questions. A link to the video connection will be available on the
Company's website www.eq.fi. However, shareholders are
requested to note that the CEO's presentation is not part of the
Annual General Meeting and the questions asked are not matters
referred to in Chapter 5, Section 25 of the Companies Act.
A. Matters on the agenda of the AGM
At the AGM, the following matters will be
considered:
1. Opening of the meeting
2. Calling the meeting to order
The Chair of the Annual General Meeting is
Attorney-at-law Marko Vuori. If Marko Vuori would not be able to
act as the Chair of the AGM due to a weighty reason, the Board will
appoint another person it deems most suitable to act as the Chair
of the AGM.
3. Election of persons to scrutinise the minutes
and persons to supervise the counting of votes
The person to scrutinise the minutes and to
supervise the counting of votes will be Juha Surve, Group General
Counsel. If Juha Surve would not be able to scrutinise the minutes
and supervise the counting of votes due to a weighty reason, the
Board will appoint another person it deems most suitable to
scrutinise the minutes and 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
The shareholders who have voted in advance
within the advance voting period and who have the right to
participate in the AGM pursuant to Chapter 5 Sections 6 and 6a of
the Companies Act will be deemed shareholders represented at the
AGM. The list of votes will be adopted according to the information
provided by Euroclear Finland Oy and Innovatics Oy.
6. Presentation of the annual accounts, report
of the Board of Directors and auditors' report for the year
2021
As the Annual General Meeting can only be
attended by advance voting, the annual accounts, report of the
Board of Directors and the auditors’ report published by the
Company no later than 2 March 2022, which will be available on the
Company’s website, are deemed to have been presented to the Annual
General Meeting.
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on
the balance sheet and the payment of dividend and resolution on the
distribution of the assets from the invested unrestricted equity
fund
The distributable means of the parent company on
31 December 2021 totalled EUR 64,090,948.98. The sum consisted of
retained earnings of EUR 41,698,740.48 and the means in the reserve
of invested unrestricted equity of EUR 22,392,208.50.
The Board of Directors proposes to the Annual
General Meeting that a dividend of EUR 0.97 per share be paid out.
The proposal corresponds to a dividend totalling EUR 38,443,232.06
calculated with the number of shares at the close of the financial
year. Additionally, the Board proposes to the AGM that an equity
repayment of EUR 0.03 per share be paid out from the reserve of
invested unrestricted equity. The proposal corresponds to an equity
repayment totalling EUR 1,188,965.94 calculated with the number of
shares at the close of the financial year. The dividend and equity
repayment shall be paid to those who are registered as shareholders
in eQ Plc's shareholder register maintained by Euroclear Finland
Ltd on the record date 25 March 2022. The Board proposes 1 April
2022 as the payment date of the dividend and equity
repayment.
After the end of the financial period, no
essential changes have taken place in the financial position of the
company. The Board of Directors feel that the proposed distribution
of dividend and equity repayment do not endanger the liquidity of
the company.
9. Resolution on the discharge of the members of
the Board of Directors and the CEO from liability for the financial
year 1 January - 31 December 2021
10. Handling of the Remuneration Report for
Governing Bodies
The Board of Directors presents the Remuneration
Report for Governing Bodies to the Annual General Meeting. The
Remuneration Report for Governing Bodies shall be published
together with the Annual Report by a stock exchange release and it
will be available on the company’s website
https://www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset no
later than 2 March 2022.
11. Resolution on the number of members of the
Board of Directors
Shareholders of eQ Plc, who control over 60 per
cent of the outstanding shares and votes, have made a proposal that
the number of the Board members remain unchanged, ie that six
persons be on the Board of Directors.
12. Resolution on the remuneration of the
members of the Board of Directors
Shareholders of eQ Plc, who control over 60 per
cent of the outstanding shares and votes, propose that the
compensation of the Board members remain unchanged, ie that the
Chair of the Board of Directors receives 5,000 euros per month,
Vice Chair of the Board of Directors receives 4,000 euros per month
and the members of the Board of Directors receive 3,000 euros per
month. In addition, a compensation of 500 euros per meeting is
proposed to be paid for all the Board members for each attended
Board meeting and travel and accommodation expenses are reimbursed
according to the effectual guidelines of eQ Plc.
13. Election of the members of the Board of
Directors
Shareholders have made a proposal that the
composition of the Board remains unchanged, ie that Nicolas Berner,
Georg Ehrnrooth, Timo Kokkila, Lotta Kopra, Janne Larma and Tomas
von Rettig are re-elected to the Board of Directors. The term of
office of the Board members ends at the close of the next Annual
General Meeting.
All nominees have given their consent to the
proposal. In addition, the nominees have indicated that on
selection, they will select Janne Larma as Chair of the Board of
Directors and Georg Ehrnrooth as Vice Chair of the Board of
Directors.
14. Resolution on the remuneration of the
auditor
The Board of Directors proposes that the auditor
to be elected be paid remuneration according to the auditor's
invoice approved by eQ Plc.
15. Election of auditor
The Board of Directors proposes, that for a term
ending at the end of the Annual General Meeting 2023, Authorised
Public Accountants KPMG Oy Ab be elected auditor of the Company.
The auditor has stated that the auditor with main responsibility
will be Tuomas Ilveskoski, APA.
16. Authorising the Board of Directors to decide
on the issuance of shares as well as the issuance of special rights
entitling to shares
The Board of Directors proposes that the AGM
authorises the Board of Directors to decide on a share issue or
share issues and/or the issuance of special rights entitling to
shares referred to in Chapter 10 Section 1 of the Companies Act,
comprising a maximum total of 3,500,000 new shares. The amount of
the proposed authorisation corresponds to approximately 8.83 per
cent of all shares in the Company at the time of this Notice of the
AGM.
The authorisation is proposed to be used in
order to finance or carry out potential acquisitions or other
business transactions, to strengthen the balance sheet and the
financial position of the Company, to fulfill Company’s incentive
schemes or to any other purposes decided by the Board. It is
proposed that based on the authorization, the Board decides on all
other matters related to the issuance of shares and special rights
entitling to shares referred to in Chapter 10 Section 1 of the
Companies Act, including the recipients of the shares or the
special rights entitling to shares and the amount of the
consideration to be paid. Therefore, based on the authorisation,
shares or special rights entitling to shares may also be issued
directed i.e. in deviation of the shareholders pre-emptive rights
as described in the Companies Act. A share issue may also be
executed without payment in accordance with the preconditions set
out in the Companies Act.
The authorisation will cancel all previous
authorisations to decide on the issuance of shares as well as the
issuance of special rights entitling to shares and is effective
until the next Annual General Meeting, however no more than 18
months.
17. Closing of the meeting
B. Documents of the AGM
The above mentioned proposals of the Board of
Directors and shareholders on the agenda of the AGM as well as this
notice are available to shareholders on eQ Plc's website at
www.eQ.fi. eQ Plc's Annual Report, containing the Company's annual
accounts, the report of the Board of Directors and the auditors'
report together with the Remuneration Report for Governing Bodies
is available on the said website no later than 2 March 2022. The
proposals of the Board of Directors and shareholders for
resolutions and the documents on the annual accounts together with
the Remuneration Report for Governing Bodies will also be available
at the AGM. Copies of these documents and of this notice will be
sent to shareholders upon request.
C. Instructions to the participants of the
AGM
Shareholders can participate in the AGM and use
their shareholder rights only by voting in advance in accordance
with the instructions below. The voting list and results of votes
of the Annual General Meeting shall be made solely based on the
advance voting.
1. Shareholders registered in the shareholders’
register
Each shareholder, who is registered on 11 March
2022 (record date) in the Company’s register held by Euroclear
Finland Oy, 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 automatically registered in
the shareholders’ register of the Company. A shareholder can
participate in the Annual General Meeting only by voting in
advance.
2. Advance voting
Registration for the AGM and advance voting will
begin on 15 February 2022 at 10:00 am, following the deadline for
publishing counterproposals to be placed for a vote. A shareholder,
who is registered in the shareholders’ register of the Company and
who wants to participate in the Annual General Meeting by voting,
must register for the AGM and vote in advance no later than 16
March 2022 by 11:59 pm by which time the registrations and votes
must be received.
Requested information, such as the name,
personal identification number and contact details of the
shareholder, must be provided in connection with the registration
and voting. The personal data given by the shareholder to the
Company or Innovatics Oy will be used only in connection with the
Annual General Meeting and with the processing of related necessary
registrations.
Shareholders, who have a personal Finnish
book-entry account, may vote in advance on certain items on the
agenda of the Annual General Meeting from 15 February 2022, 10:00
am until 16 March 2022, 11:59 pm by the following means:
a) Via the website
https://www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset
Online registration and voting in
advance require that the shareholders or their statutory
representatives or proxy representatives use strong electronic
authentication either by Finnish or Swedish bank ID or mobile
certificate.
b) By email
A shareholder who votes in advance by
mail or email shall send the advance voting form available on the
Company’s website at
https://www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset no
later than on 15 February 2022, 9:00 am or corresponding
information to Innovatics Oy by mail to Innovatics Oy, Annual
General Meeting / eQ Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland or by email at agm@innovatics.fi. Instructions relating to
the advance voting may be found on the Company’s website
https://www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset.
Additional information on the registration and
advance voting is available during the registration period by
telephone at +358 10 2818 909 on business days during 9:00 am until
12:00 noon and from 1:00 pm until 4:00 pm.
3. Proxy representatives and powers of
attorney
A shareholder may participate in the Annual
General Meeting and exercise its rights at the meeting by way of
proxy representation. Also the proxy representative may participate
the AGM and vote in advance only in a manner set out in this
notice.
Proxy representatives must use strong electronic
authentication when registering for the meeting and voting in
advance online, after which they can register and vote in advance
on behalf of the shareholder they represent.
Proxy representative of the shareholder shall
present a dated proxy document or otherwise in a reliable manner
demonstrate their right to represent the shareholder. Statutory
right of representation may be demonstrated by using the suomi.fi
e-Authorisations service, which is in use in the online
registration and voting service.
Should a shareholder participate in the Annual
General Meeting by means of several proxy representatives
representing the shareholder with shares in different book-entry
accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the
registration.
An example of the proxy document (in Finnish) is
available at the Company’s website
https://www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset on
15 February 2022, 9:00 am. The possible proxy documents should be
delivered to agm@innovatics.fi before the closing of the
registration and voting, by which time the proxy documents must be
received. The actual instructions for voting are available at the
above-mentioned website from 15 February 2022, 9:00 am once the
deadline for publishing counterproposals to be placed for a vote
has passed.
4. Holders 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 11 March 2022 would be entitled to be registered in
the shareholders’ register of the Company held by Euroclear Finland
Oy. Participation in the AGM also requires that the shareholder has
been registered on the basis of such shares in the temporary
shareholders’ register held by Euroclear Finland Oy at the latest
by 18 March 2022 by 10:00 am. Changes in the ownership of shares
after the record date of the Annual General Meeting do not affect
the right to participate in the AGM nor the number of votes of the
shareholder.
A holder of nominee-registered shares is advised
to request without delay the necessary instructions regarding the
registration in the temporary shareholders’ register, the issuing
of proxy documents and registration for the Annual General Meeting
from his/her custodian bank. The account management organisation of
the custodian bank shall register a holder of nominee-registered
shares, who wants to participate in the Annual General Meeting, in
the temporary shareholders’ register of the Company at the latest
by the time stated above. In addition, the account management
organisation of the custodian bank shall arrange advance voting on
behalf of the holders of nominee-registered shares within the
registration period for nominee-registered shares.
Further information on these matters can also be
found on the Company’s website
https://www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset.
5. A separate presentation by
the CEO after the Annual General Meeting
The shareholders are invited after the Annual
General Meeting, on the same day 23 March 2022 at 17:00, to a
separate presentation by the CEO which will be held via video
connection. The shareholders can ask questions after the
presentation. A link to the video connection will be available on
the Company's website www.eq.fi. However,
shareholders are requested to note that the CEO's presentation is
not part of the Annual General Meeting and the questions asked in
connection with the presentation are not matters referred to in
Chapter 5, Section 25 of the Companies Act. The questions referred
to in Chapter 5, Section 25 of the Companies Act shall be made
separately in accordance with the instructions set out
below.
6. Other instructions/information
Shareholders who hold at least one hundredth of
all the shares in the Company have a right to make a
counterproposal on the agenda items, to be placed for a vote. Such
counterproposals are required to be sent to the Company by email to
eQ.Yhtiokokous@eq.fi no later than 9 February 2022 at 12:00 noon.
In connection with making a counterproposal, shareholders are
required to provide adequate evidence of shareholding. The
counterproposal will be placed for a vote subject to the
shareholder having the right to participate in the Annual General
Meeting and that the shareholder holds at least one hundredth of
all shares in the Company on the record date of the Annual General
Meeting. Should the counterproposal not be placed for a vote at the
meeting, advance votes in favour of the proposal will not be taken
into account. The Company will on 15 February 2022, at the latest,
publish on its website
https://www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset the
counterproposals, if any, that may be voted on.
A shareholder may present questions referred to
in Chapter 5, Section 25 of the Companies Act with respect to the
matters to be considered at the Annual General Meeting by 9 March
2022 at 4:00 pm at the online registration service or by email to
eQ.Yhtiokokous@eq.fi.
Such questions from shareholders, the Company’s
management’s answers to them, and any counterproposals that have
not been placed for a vote are available on the Company’s website
at https://www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset
on 14 March 2022 at the latest. In connection with asking questions
and making counterproposals, shareholders are required to provide
adequate evidence of shareholding.
On the date of this notice, the total number of
eQ Plc's shares and votes is 39,632,198. The Company does not hold
its own shares.
Helsinki, 4 February 2022
eQ Plc
Board of Directors
Additional information: Juha Surve, Group
General Counsel, tel. +358 9 6817 8733
Distribution: Nasdaq Helsinki, www.eQ.fi
eQ Group is a Finnish group of companies
specialising in asset management and corporate finance business. eQ
Asset Management offers a wide range of asset management services
(including private equity funds and real estate asset management)
for institutions and individuals. The assets managed by the Group
total approximately EUR 11.6 billion. Advium Corporate Finance,
which is part of the Group, offers services related to mergers and
acquisitions, real estate transactions and equity capital
markets.
More information about the Group is available on
our website at www.eQ.fi.
Eq Oyj (LSE:0DK7)
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