Notice of the Annual General Meeting
eQ Plc Stock Exchange Release
6 February 2024, at 8:30 am
Notice of the Annual General Meeting 2024
Notice is given to the shareholders of eQ Plc to
the Annual General Meeting (the “AGM”) to be held on 21 March 2024
at 5:00 p.m. The general meeting is held without a meeting venue as
a real-time virtual meeting in accordance with Chapter 5, Section
16, Subsection 3 of the Finnish Companies Act. Shareholders can
exercise their right to vote also by voting in advance.
Shareholders can ask questions referred to in chapter 5, section 25
of the Finnish Companies Act about the matters to be discussed at
the meeting, also in writing before the meeting.
Further attendance instructions, instructions
for voting in advance and for submitting written questions are
presented in this notice under section C.
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
3. Election of persons to scrutinise the
minutes and persons 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 annual accounts,
report of the Board of Directors and auditors' report for the year
2023
- Presentation of the review by the
CEO
The annual accounts, report of the Board of
Directors and the auditors’ report published by the Company will be
available no later than 29 February 2024 on the Company’s
website www.eq.fi.
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 distributable means of the parent
company on 31 December 2023 totalled EUR 59
732 405.70. The sum consisted of retained earnings of
EUR 36 894 065.96 and the means in the
reserve of invested unrestricted equity of EUR 22
838 339.74.
The Board of Directors proposes to the
Annual General Meeting that a dividend of EUR 0.80 per share be
paid out. The proposal corresponds to a dividend totalling EUR 32
596 558.40 calculated with the number of shares at the close
of the financial year. The dividend will be paid out in two
separate installments.
The first installment, EUR 0.40 per share
shall be paid to those shareholders who are registered as
shareholders in eQ Plc's shareholder register maintained by
Euroclear Finland Ltd on the record date of the dividend payment on
25 March 2024. The Board proposes 3 April 2024 as the payment date
of the first installment of the dividend.
The second installment, EUR 0.40 per share
shall be paid in October 2024. The second installment shall be paid
to those shareholders who are registered as shareholders in eQ
Plc's shareholder register maintained by Euroclear Finland Ltd on
the record date of the divided payment. The Board shall decide the
record date and the payment date of the second installment of the
divided in its meeting in September 2024. It is contemplated that
the record date of the second installment will be 25 September 2024
and that the payment date will be 2 October 2024.
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 does 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 2023
10. Handling of the Remuneration Report
for Governing Bodies
The Remuneration Report for
Governing Bodies shall be available on the company’s website
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset
no later than 29 February 2024.
11. 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
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 750 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.
12. 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, i.e. that
six persons be on the Board of Directors, or five persons, if a
person proposed by the Shareholders is prevented from being a Board
member of the company.
13. Election of the members of the Board
of Directors
Shareholders, who control over 60 per cent
of the outstanding shares and votes, have made a proposal that the
composition of the Board remains unchanged, i.e. that the current
Board members Päivi Arminen, Nicolas Berner, Georg Ehrnrooth, Timo
Kokkila, Janne Larma and Tomas von Rettig are re-elected to the
Board of Directors, or if one of the persons proposed by the
Shareholders is prevented from being a Board member of the company,
such persons who are not prevented from being Board
members. 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.
Member candidates' resumes and independence
assessments are available on the company's website:
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset.
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 2025,
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 8.59 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 decision proposals of the
Board of Directors and the 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/en/about-eq-group/hallinnointi/yhtiokokoukset.
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 29 February 2024. The
proposals of the Board of Directors and the shareholders for
resolutions and other previously mentioned documents will also be
available at the AGM.
The Minutes of the Annual General Meeting will
be available on the company’s website no later than 4 April
2024.
C. Instructions to the participants of
the AGM
1. Shareholders registered in the
shareholders’ register (Finnish book-entry account)
Each shareholder, who is registered on the
record date of the Annual General Meeting 11 March 2024 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 their personal Finnish book-entry account
is automatically registered in the shareholders’ register of the
Company.
Registration for the AGM will begin on 19
February 2024. A shareholder, who is registered in the
shareholders’ register of the Company and who wants to participate
in the Annual General Meeting, must register for the AGM no later
than 15 March 2024 by 4:00 pm by which time the registrations must
be received. Shareholders may register to the meeting:
a) Via the website
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset
Online registration 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 agm@innovatics.fi or by mail
A shareholder who registers by mail or email
shall send registration form available on the Company’s website at
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset 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.
When registering, shareholders shall provide
requested information, such as their name, date of birth or
Business ID, address, telephone number, email address and the name
of any assistant or proxy representative and the date of birth of
any proxy representative. 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.
Additional information on the registration is
available during the registration period by telephone from
Innovatics Oy 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.
2. 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 they on the record date of the Annual
General Meeting 11 March 2024 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 2024 by 10:00 am. As regards nominee-registered shares
this constitutes due registration for the AGM. 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
temporary registration in the shareholders’ register, the remote
participation, advance voting, the issuing of proxy documents and
voting instructions and registration for the Annual General Meeting
from their custodian. The account manager of the custodian shall
temporarily register a holder of nominee-registered shares, who
wants to participate in the Annual General Meeting, in the
shareholders’ register of the Company at the latest by the time
stated above and, if necessary, take care of advance voting on
behalf of a holder of nominee-registered shares, at the latest
prior to the end of the registration period for the holders of
nominee-registered shares.
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. A shareholder's proxy representative may also
register for the AGM and vote in advance as described in this
notice:
a) Via the website
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset
Online registration and advance voting require
that the statutory representatives or proxy representatives
identify themselves to the electronic registration and voting
service in person by using strong electronic authentication either
by Finnish or Swedish bank ID or mobile certificate, after which
they may continue with the registration and voting on behalf of the
shareholder they represent
b) By email agm@innovatics.fi or by mail
A shareholder’s representative who registers
and/or votes in advance by mail or email shall send registration
and advance voting form available on the Company’s website at
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset 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.
Proxy representative of the shareholder shall in
connection with the registration present a dated proxy document or
otherwise in a reliable manner demonstrate their right to represent
the shareholder. An example of the proxy document and voting
instructions is available at the Company’s website
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset on 16
February 2024, 9:00 am, the latest. 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.
The possible proxy documents should be delivered
primarily as an attachment in connection with electronic
registration or alternatively to agm@innovatics.fi before the
closing of the registration. In addition to the delivery of
proxies, the shareholder or their proxy must take care of
registering for the AGM as described above in this notice.
Shareholders that are legal entities may also,
as an alternative to traditional proxy authorisation documents, use
the electronic Suomi.fi authorisation service for authorising their
proxy representatives. The representative is mandated in the
Suomi.fi service at www.suomi.fi/e-authorizations (using the
authorisation topic “Representation at the General Meeting”). When
registering for the AGM in the virtual general meeting service
provided by Inderes Plc, authorised representatives shall identify
themselves with strong electronic authentication, after which the
electronic mandate is automatically verified. The strong electronic
authentication takes place with personal online banking credentials
or a mobile certificate. For more information, see
www.suomi.fi/e-authorisations.
4. Participation
instructions
A shareholder who has the right to participate
in the Annual General Meeting can participate in the meeting and
use their rights in full and in real-time during the meeting via
remote connection.
The remote connection to the AGM is provided
through Inderes Plc's virtual general meeting service on the
Videosync platform, which includes a video and audio connection to
the Annual General Meeting. Participating the virtual AGM does not
require paid software or downloads. In addition to an internet
connection, participation requires a computer, smartphone or tablet
with speakers or headphones for sound reproduction and a microphone
for asking oral questions or speaking turns. To participate, it is
recommended to use the latest versions of the most common browser
programs in use.
The participation link and password for remote
participation will be sent by email and/or text message to the
email address and/or mobile phone number provided during
registration to all those registered for the Annual General Meeting
no later than the day before the meeting. It is recommended to log
into the meeting system well in advance of the meeting's start
time.
More detailed information about the general
meeting service can be found on the company's website
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset. The link
to test the compatibility of a computer, smartphone or tablet and
the network connection can be found at
https://flik.videosync.fi/katsoja-testi. It is recommended that you
familiarise yourself with the more detailed participation
instructions before the start of the AGM.
5. Voting in advance
Shareholders whose shares are registered on
their Finnish book-entry account may vote in advance on certain
items on the agenda of the AGM during the period between 19
February 2024 10:00 a.m. – 15 March 2024 at 4:00 p.m. in the
following ways:
a) Via the website
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset
Advance voting requires 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 agm@innovatics.fi or by mail
A shareholder or its statutory representative
who votes in advance by mail or email shall send the voting form
available on the Company’s website at
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset 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.
Advance votes must be received by the time the advance voting
period ends. Submitting advance votes by mail or email to
Innovatics Oy before the due date of the registration period and
advance voting constitutes due registration for the AGM provided
that the information required above for registration is provided in
connection with the advance voting form.
A shareholder who has voted in advance and who
wants to use their right to present questions under the Companies
Act, demand a vote or vote on a possible counter-proposal, must
attend the general meeting in person or have their proxy
representative participate in the AGM using the remote
connection.
For holders of nominee-registered shares,
advance voting is carried out via the account manager of the
custodian. The account manager may vote in advance on behalf of the
holders of nominee-registered shares that they represent in
accordance with the voting instructions provided by the holders of
nominee registered shares during the registration period for the
holders of nominee-registered shares.
A proposal subject to advance voting is deemed
to have been presented without amendments at the AGM. Conditions
related to the electronic advance voting and other related
instructions are available on the Company's website at
www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset.
6. Other
instructions/information
The meeting shall be held in Finnish.
Shareholders who are present at the meeting
shall have a right to 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.
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 7 March
2024 at 4:00 pm at the online registration service or by email to
eQ.Yhtiokokous@eq.fi. The company’s management generally answers
such questions submitted in writing in advance at the AGM or no
later than two weeks after the general meeting on the company's
website.
Changes in share ownership after the record date
of the AGM do not affect the right to participate in the meeting or
the shareholder's number of votes.
On the date of this notice, 6 February 2024, the
total number of eQ Plc's shares and votes is 40,745,698. The
Company does not hold its own shares.
Helsinki, 6 February 2024
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 12.9 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)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Eq Oyj (LSE:0DK7)
Gráfica de Acción Histórica
De May 2023 a May 2024