Annual General Meeting of Shareholders

Transcription

1 1 (6) Unofficial translation from the Finnish minutes Annual General Meeting of Shareholders Date: Venue: Thursday March 8, 2018, 2:00 p.m. Finlandia Hall, Mannerheimintie 13e, Helsinki Hall Present: The shareholders, agents and assistants listed in Annex No. 3. It was recorded that the Chairman of the Board of Directors Bruno Sälzer, and Board members Ilkka Brotherus, Hannu Ryöppönen, Manel Adell, Tamara Minick-Scokalo and Lisbeth Valther as well as the President and CEO Heikki Takala were present at the meeting. APA Mikko Järventausta, the company s principally responsible auditor, was also present. Board member Christian Fischer was not present at the meeting. Article 1 OPENING OF THE ANNUAL GENERAL MEETING The meeting was opened by the Chairman of the Board, Bruno Sälzer, who welcomed the shareholders to the meeting. Article 2 CALLING THE ANNUAL GENERAL MEETING TO ORDER Jukka Laitasalo, Attorney-at-Law, was elected as Chairman of the meeting. The Chairman called Kaisa Rotkirch, General Counsel, to act as Secretary. The Chairman presented the procedures pertaining to the processing of the items on the agenda. It was noted that the meeting would be held in the Finnish language and simultaneously interpreted into English. The Chairman outlined the voting instructions issued in advance by holders of nominee registered shares as follows: Antti Lehtovirta (Nordea Bank AB (publ), Finnish Branch) had stated that he represented multiple nominee registered shareholders and that he had provided the chairman with the information concerning the shareholdings and voting instructions of these shareholders. Antti Lehtovirta had stated that his principals did not demand a vote on those items on the agenda under which the instruction was to oppose the draft resolution or to abstain from taking part in the decision-making, but, instead, a relevant entry in the minutes would be sufficient. Jarkko Varis (Skandinaviska Enskilda Banken AB (publ) Helsinki Branch) and Aleksi Harju (Svenska Handelsbanken AB (publ), Branch Operation in Finland) had similarly declared voting instructions and procedures on behalf of their principals.

2 2 (6) It was noted that a summary of the voting instructions of the holders of nominee registered shares was annexed to the minutes of the meeting (Annex No. 1) and that no further entries regarding them will be recorded under later agenda items. Article 3 ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES Antti Lehtovirta and Aleksi Harju were elected to scrutinize the minutes and Jussi Koskinen and Kaisa Ojainmaa were elected to supervise the counting of votes. Article 4 RECORDING THE LEGALITY OF THE ANNUAL GENERAL MEETING It was noted that the notice of the meeting was published on the company s website on February 8, It was noted that the meeting was legally convened pursuant to the Articles of Association and the Finnish Companies Act and constituted a quorum. The invitation to the Annual General Meeting was annexed to the minutes (Annex No. 2). Article 5 RECORDING THE ATTENDANCE AT THE ANNUAL GENERAL MEETING AND ADOPTION OF THE LIST OF VOTES It was noted that the final date of registration for the Annual General Meeting was March 2, A holder of nominee registered shares has had the right to participate in the Annual General Meeting provided that the shareholder has been temporarily registered into the shareholders' register of the company at the latest by March 5, 2018, a.m. A list was compiled of the appropriately registered shareholders and their agents as of the beginning of the meeting, in which the numbers of shares and votes they hold were recorded (Annex No. 3). It was noted that the shareholders register was on view at the meeting, displaying the status as at the record date of February 26, Article 6 PRESENTATION OF ANNUAL ACCOUNTS, CONSOLIDATED ANNUAL ACCOUNTS, REPORT OF THE BOARD OF DIRECTORS AND THE AUDITORS REPORT FOR THE YEAR 2017 It was noted that documents concerning the annual accounts for the financial period January 1, December 31, 2017 have been available for review by the shareholders at the company s headquarters in Helsinki and on the company s website since February 15, The original annual accounts (including the consolidated accounts) and the Board of Directors report are on view at the meeting venue. The president and CEO Heikki Takala presented a business review for the 2017 financial year as well as the annual report and accounts. The documents concerning the annual accounts were annexed to the minutes (Annex No. 4). The principally responsible auditor of the company, APA Mikko Järventausta, held a presentation to the Annual General Meeting on the audit and presented the auditors report which was annexed to the minutes (Annex No. 5).

3 3 (6) It was noted that the annual accounts, the Board of Directors report and the auditors report had been presented to the Annual General Meeting. Article 7 ADOPTION OF THE ANNUAL ACCOUNTS AND THE CONSOLIDATED ANNUAL ACCOUNTS It was noted that the company s auditor had stated in his report that the consolidated financial statements give a true and fair view of the group s financial position as well as its financial performance and its cash flows in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and the financial statements give a true and fair view of the parent company s financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. It was resolved to adopt the company s annual accounts and the consolidated accounts for the 2017 financial year. Article 8 RESOLUTION ON USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE CAPITAL REPAYMENT The Annual General Meeting was presented the Board of Directors proposal, according to which a capital repayment of EUR 0.70 per share be paid to shareholders. The capital repayment will be paid from the invested unrestricted equity fund. The capital repayment will be paid to a shareholder who is registered in the shareholders register of the Company maintained by Euroclear Finland Ltd on the record date for the capital repayment March 12, The capital repayment will be paid on March 29, The Board of Directors had proposed that no dividend would be paid from the retained earnings. The Annual General Meeting resolved to approve the Board of Directors proposal. Article 9 RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY It was noted that in the 2017 financial period the discharge concerns the following persons: Ilkka Brotherus, Christian Fischer, Hannu Ryöppönen, Bruno Sälzer, Lisbeth Valther, Manel Adell, Tamara Minick-Scokalo, Anssi Vanjoki, Martin Burkhalter, Indra Åsander and Heikki Takala. The Annual General Meeting resolved to grant a discharge to the aforementioned members of the Board of Directors and to the President and CEO. Article 10 RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that, based on the recommendation of the Nomination Committee, the Board of Directors had proposed to the Annual General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term until the close of the Annual General Meeting in 2019 be as follows: Chairman of the Board, EUR 120,000; Vice Chairman, EUR 70,000; Other members of the Board, EUR 60,000 each.

4 4 (6) In accordance with the proposal, no extra remuneration will be paid for attending meetings and committee work. In accordance with the proposal, of the annual remuneration forty percent (40%) will be paid in the form of the company s shares and sixty percent (60%) in cash. A member of the Board of Directors is not allowed to sell or transfer these shares during the term of his or her respective Board membership. However, this limitation is only valid for a maximum of five years from the acquisition of the shares. It was resolved to approve the proposal of the Board of Directors. Article 11 RESOLUTION ON THE NUMBER OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that, in accordance with the Articles of Association, the company s Board of Directors comprises a minimum of five and a maximum of eight members. The current number of Board members is seven. It was noted that, based on the recommendation of the Nomination Committee, the Board of Directors had proposed that the number of Board members be confirmed to be seven. It was resolved that the number of members in the Board of Directors will be seven (7) until the next Annual General Meeting. Article 12 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that, based on the recommendation of the Nomination Committee, the Board of Directors had proposed to the Annual General Meeting that for the period of office which begins at the closure of this Annual General Meeting and ends at the closure of the 2019 Annual General Meeting, of the current members of the Board of Directors Manel Adell, Ilkka Brotherus, Tamara Minick-Scokalo, Hannu Ryöppönen, Bruno Sälzer and Lisbeth Valther be re-elected as members of the Board of Directors and Petri Kokko be elected as a new member of the Board of Directors. It was noted that each candidate proposed to be elected as Board member has consented to the election. It was resolved that Manel Adell, Ilkka Brotherus, Petri Kokko, Tamara Minick-Scokalo, Hannu Ryöppönen, Bruno Sälzer and Lisbeth Valther be elected as members of the Board of Directors. It was noted that the term of office of the elected Board of Directors runs until the closure of the 2019 Annual General Meeting. Article 13 RESOLUTION ON THE REMUNERATION OF THE AUDITOR Article 14 ELECTION OF AUDITOR It was noted that, based on the recommendation of the Audit Committee, the Board of Directors had proposed to the Annual General Meeting that the auditor s fee be paid as invoiced. The Annual General Meeting resolved in accordance with the proposal put forward by the Board of Directors that the auditor s fee be paid as invoiced.

5 5 (6) It was noted that, in accordance with the Articles of Association, the company has one Auditor who shall be an audit firm. The term of the auditor is a financial year. It was noted that, based on the recommendation of the Audit Committee, the Board of Directors had proposed to the Annual General Meeting that Authorized Public Accountant firm Ernst & Young Oy be re-elected as the company s auditor. The Annual General Meeting resolved in accordance with the proposal put forward by the Board of Directors that Authorized Public Accountant firm Ernst & Young Oy be elected as the Company s auditor. Article 15 AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY S OWN SHARES It was noted that the Board of Directors had proposed to the Annual General Meeting that the Board be authorized to decide on the repurchase of the company s own shares as follows: The authorization entitles the Board of Directors to decide on the repurchase of a maximum of 10,000,000 of the company s own shares ( Repurchase Authorization ). The company s own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders, by using the non-restricted equity through trading on regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of the acquisition. The shares will be repurchased and paid for in accordance with the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd. The repurchase authorization is valid for eighteen (18) months from the decision of the Annual General Meeting. The Annual General Meeting resolved to authorize the Board of Directors to decide on the repurchase of the company s own shares in accordance with the proposal put forward by the Board of Directors. Article 16 AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE SHARE ISSUE It was noted that the Board of Directors had proposed to the Annual General Meeting that the Board be authorized to decide on issuing new shares and/or conveying the Company s own shares held by the Company as follows: By virtue of the authorization, the Board of Directors is entitled to decide on issuing new shares and/or on conveying the Company s own shares at the maximum amount of 10,000,000 shares in aggregate. The Board of Directors decides on all the conditions of the share issue. The issuance or conveyance of shares may be carried out in deviation from the shareholders pre-emptive rights (directed issue). The authorization includes possibility to issue shares to the Company itself without payment. The authorization is valid for two (2) years from the date of the decision of the Annual General Meeting, except that the authorization to issue new shares and/or convey the Company s own shares for purposes other than the Company s bonus schemes is valid for fourteen (14) months from the date of the decision of the Annual General Meeting. The Annual General Meeting resolved to authorize the Board of Directors to decide on the share issue in accordance with the proposal put forward by the Board of Directors.

6 6 (6) Article 17 CLOSING OF THE ANNUAL GENERAL MEETING As all the items on the agenda had been discussed, the Chairman declared the Annual General Meeting closed. In fidem: JUKKA LAITASALO Jukka Laitasalo Chairman KAISA ROTKIRCH Kaisa Rotkirch Secretary The minutes have been scrutinized and approved: ANTTI LEHTOVIRTA Antti Lehtovirta ALEKSI HARJU Aleksi Harju