EAB Group Plc, Stock Exchange Release, 14 February 2020, 9:30 a.m. (EET)
Notice to EAB Group Plc’s Annual General Meeting
EAB Group Plc’s shareholders are invited to the Annual General Meeting to be held on Friday 3 April 2020 at 10.00 EET at the Rake-Sali Ball Room at Erottajankatu 4 C, Helsinki. The reception of participants enrolled to the meeting will begin at 09.30 EET.
ITEMS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting the following matters will be considered:
CEO´s review
The parent company’s distributable funds on the 31.12.2019 totaled 20.9 million of which the loss for the period amounted to EUR 0.5 million. The Board of Directors proposes that the Annual General Meeting will give an authorization where the Board has power to decide, within its discretion, on distribution of assets from the unrestricted equity reserve as it follows:
Return of capital from the unrestricted equity reserve will be at maximum EUR 0.05 per share. The remaining distributable assets will remain equity.
Pursuant to the Companies Act, when deciding on potential return of capital the Board of Directors are obligated to review solvency and financial standing of the company. Furthermore, return of capital entails consent from the Financial Supervisory Authority.
Authorization concerning the distribution of assets is valid until the Annual General Meeting of 2021.
EAB Group Plc will release a separate statement on final decisions made by the Board of Directors concerning return of capital.
The remuneration policy for governing bodies will be published at least three weeks before the Annual General Meeting. After been published, the remuneration policy will be available in Finnish on the company’s website at www.eabgroup.fi/sijoittajat/hallinnointi/palkitseminen.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the members of the Board of Directors be paid remuneration as follows:
Board members independent of the company and independent of its major shareholders be paid 22,500 euro per term for their service on the Board (22,500 euro in year 2019). Chairman of the Board be paid 30,000 euro per term for service on the Board (22,500 euros in year 2019). No remuneration be paid to Board members or Chairman working for EAB Group or otherwise dependent of the company or its major shareholders. Travel expenses are remunerated in accordance with true expenses.
Forty (40) % of early remuneration is settled with the company’s shares. Remaining amount of remuneration is settled with cash. Shares for remuneration are acquired from the Helsinki stock exchange during the three months following the date the company’s half-year report is to be published. The company defrays on expenses following from acquisition of shares.
In case the acquisition of shares is not possible for example due the lack of liquidity of the shares at the time and by the mean mentioned above, the portion of the remuneration that cannot be paid in shares may be paid in cash.
The shares acquired for Board members are not to be sold before three years from purchase, or membership of the Board has ended, whichever is later.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that seven (7) members be appointed on the Board of Directors.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors members Therese Cedercreutz, Pasi Kohmo, Topi Piela, Juha Tynkkynen, Janne Nieminen and Vincent Trouillard-Perrot, be reappointed to the Board of Directors, and Helge Arnesen as a new member.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that Therese Cedercreutz will be appointed as Chairman of the Board of Directors.
Among the proposed members, Therese Cedercreutz, Pasi Kohmo, Topi Piela, Juha Tynkkynen have been assessed to be independent of the company and of the company’s major shareholders. Board of Directors members, Janne Nieminen, Vincent Trouillard-Perrot and Helge Arnesen, are dependent on the company and its major shareholders.
Term of office for member of the Board of Directors will end to close of the Annual General meeting of 2021. Relevant information of above-mentioned candidates are displayed in Finnish on the company’s website at www.eabgroup.fi/sijoittajat/hallinnointi/hallitus.
Due to guidelines given from the Audit Committee the Board of Directors proposes to the Annual General Meeting that compensation and travel expenses be paid to the company’s Auditor against an invoice approved by the company.
Due to guidelines given from the Audit Committee the Board of Directors proposes to the Annual General Meeting that the KPMG Oy Ab, with APA Tuomas Ilveskoski as an auditor in charge, be reappointed as the company’s Auditor for the accounting period of 2020.
The Board of Directors proposes that it will be authorized to decide on the acquisition or acceptance as pledge, of a maximum of 1,300,000 of the company’s shares (corresponding to 9.39% of the company’s shares and votes).
The shares would be acquired in public trading on the marketplace maintained by Nasdaq Helsinki Ltd, at the market price at the time of the purchase, not in proportion with the shareholdings of the company’s shareholders, using the company’s distributable equity. The acquisitions and the payment of the shares will be executed in accordance with the rules of the Nasdaq Helsinki marketplace.
There must be a weighty economic reason for the acquisition of shares, such as the use of shares or special rights to develop the company’s capital structure, as consideration in corporate acquisitions or other restructuring, to finance investments or as part of the company’s incentive plan. The acquisition or acceptance as pledge of company’s own shares will reduce the amount of the company’s reserves of unrestricted equity.
The Board of Directors may decide on other details related to the acquisition of company’s own shares.
The authorization is valid until 3 October 2021.
The authorization will supersede the authorization for acquisition of company’s own shares issued on 5 April 2019.
ANNUAL GENERAL MEETING DOCUMENTS
The proposals for the decisions on the matters on the agenda of the general meeting as well as this notice are available in Finnish on EAB Group Plc’s website at www.eabgroup.fi/sijoittajat/hallinnointi/yhtiokokous.
The financial statement, annual report, auditor’s report as well the remuneration policy and remuneration report of EAB Group Plc are available on the above-mentioned website no later than 13 March 2020. The proposals for decisions and the other above-mentioned documents are also available at the Meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
The minutes of the Annual General Meeting will be available on the above-mentioned website as from 17 April 2020.
INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
Each shareholder, who is registered on 24 March 2020 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 who wants to participate in the Annual General Meeting, shall register for the meeting no later than 31 March 2020 at 10.00 EET by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date and time. Such notice can be given:
In connection with the registration, a shareholder shall notify his/her name, personal identification number/business ID-number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to EAB Group Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall be able to prove his/her identity and/or right of representation.
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, i.e. on 24 March 2020, 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 registered into the temporary share-holders’ register held by Euroclear Finland Ltd at the latest by 31 March 2020 by 10.00 EET. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the Meeting or the number of voting rights held in the 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 Annual General Meeting from his/her custodian bank. The ac-count management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
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 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 to EAB Group Plc, Annual General Meeting, Kluuvikatu 3, 00100 Helsinki, before the last date for registration.
Pursuant to chapter 5, section 25 of the 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 of the Annual General Meeting 14 February 2020, the total number of shares and votes in EAB Group Plc is 13,843,272.
Helsinki 14 of February 2020
EAB GROUP PLC
Board of Directors
Further information:
EAB Group Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@eabgroup.fi
Therese Cedercreutz, Chairman of the Board
+358 40 544 2502
therese.cedercreutz@weareinc.fi
EAB Group offers versatile and high-quality saving, investment and asset management services for private investors, institutions and professional investors. The Group's parent company EAB Group Plc’s share is listed on the Nasdaq Helsinki stock exchange. EAB Group uses the name Elite Alfred Berg as its marketing name. The Group companies include EAB Asset Management Ltd offering asset management activities, and EAB Fund Management Ltd acting as a fund company and authorised alternative investment fund manager. The Groups’ customer base consists of individuals and corporations that are served nationwide in 13 different locations. The Group employs 88 investment professionals, and over 20 tied agents provide its services. On behalf of its clients, the Group manages assets of over EUR 3 billion in total. Check out EAB Group’s services at www.eabgroup.fi.
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Nasdaq Helsinki Oy
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www.eabgroup.fi