General Meeting 2023
Notice to Netum Group Plc's Annual General Meeting
Notice is given to the shareholders of Netum Group Plc to the Annual General Meeting to be held on Wednesday, 29 March 2023, at 10:00 a.m. EET. The meeting will be held at the company's premises at Kansakoulukatu 1 B, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting will commence at 9:40 a.m. EET at the meeting venue.
Shareholders may also participate in the meeting remotely. A shareholder participating remotely has the right to vote during the meeting and the opportunity to exercise the right to speak in writing, but his/her rights have otherwise been restricted in the manner described in Section C of this notice.
Shareholders may also exercise their right to vote by voting in advance. Instructions for advance voting are presented in Part C of this notice to the Annual General Meeting.
Registration and advance voting begins from 11 March 2023 10:00 a.m.:
- via the following link: register and advance vote
Materials
- Financial Statements Bulletin 2022
- Annual Report 2022
- Proposition as the new member of the Board: Kirsi Mettälä
- Registration form
- Online meeting: Shareholder User Guide
- Privacy policy
- Resolutions of Netum Group Plc’s Annual General Meeting
Important dates
| 8.3.2023 at 10:00 a.m. | Notice to the Annual General Meeting |
| 11.3.2023 klo 10:00 a.m. | Registration and advance voting begins |
| 17.3.2023 | Record date of Annual General Meeting |
| 24.3.2023 klo 10:00 a.m. | Registration and advance voting ends |
| 29.3.2023 klo 10:00 a.m. | Annual General Meeting |
| 31.3.2023 | Dividend record date |
| 11.4.2023 | Dividend payment day |
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
The following matters will be handled at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of a person 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, the report of the Board of Directors and the auditor's report for the year 2022
Presentation of the CEO's review.
7. Adoption of the annual accounts
The Board of Directors proposes to the General Meeting that the General Meeting approves the annual accounts.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.11 per share be paid from the company's distributable funds for the financial year 2022. The dividend will be paid to a shareholder who, on the record date for the dividend payment, 31 March 2023, is registered as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend will be paid on 11 April 2023.
9. Resolution on discharging the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes to the General Meeting that the remuneration payable to the Chairman of the Board of Directors shall be EUR 2,000 per month and to the other members EUR 1,500 per month. The Board members are paid meeting fees for each meeting of the committees as follows: the Chairman of the Committee is paid EUR 600 for the meeting, and the other committee members EUR 400 for the meeting. In addition, the members of the Board of Directors are paid reasonable travel expenses incurred from the meetings.
Shareholders collectively representing more than 50% of all the shares and votes carried by the company's shares have notified the company that they support the proposal of the Board of Directors.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the General Meeting that the number of members of the Board of Directors be five (5).
Shareholders collectively representing more than 50% of all the shares and votes carried by the company's shares have notified the company that they support the proposal of the Board of Directors.
12. Election of members of the Board of Directors
Shareholders who in total represent more than 50% of all the shares and votes carried by the company's shares propose to the General Meeting that the current members of the Board of Directors Repe Harmanen, Olavi Köngäs, Marja-Liisa Niinikoski and Jarmo Puputti be re-elected as members of the Board of Directors for the term ending at the end of the next Annual General Meeting following their election, and Kirsi Mettälä be elected as a new member of the Board of Directors. The proposed persons have given their consent to the election. Of the current members of the Board of Directors, Lars Laaksonen has announced that he is not available for re-election.
Information on the current members of the Board of Directors proposed for re-election is available on Netum Group Plc's website at https://www.netum.fi/en/investors/board-of-directors/ and information on the proposed new member at https://www.netum.fi/en/investors/general-meeting/mettala/.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the auditor's fees be paid according to an invoice approved by the company.
14. Election of auditor
The Board of Directors proposes to the General Meeting that audit firm Oy Tuokko Ltd be elected as the auditor for the term ending at the end of the next Annual General Meeting following the election.
15. Authorising the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting authorises the Board of Directors to resolve on the issuance of shares and the issuance of option rights and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or more instalments, either against payment or free of charge. The number of shares to be issued may amount to a maximum of 2,000,000 shares in total, corresponding to approximately 16.8% of all the shares in the company according to the situation on the date of this notice. The authorisation entitles the Board of Directors to decide on all terms and conditions related to the issuance of shares and the issuance of option rights and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription rights.
The Board of Directors may exercise the authorisation for the purpose of carrying out acquisitions or other arrangements related to the company’s business, to implement an incentive scheme for the personnel or for other purposes determined by the Board of Directors.
The authorisation is proposed to be valid until the conclusion of the next Annual General Meeting, but no later than 31 March 2024. The authorisation replaces the previous authorisation granted to the Board of Directors.
16. Authorising the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the repurchase of a maximum of 500,000 of the Company's own shares, in one or more tranches, using the Company’s unrestricted equity. The maximum number of shares to be repurchased based on the authorisation corresponds to approximately 4.2% of all outstanding shares in the company according to the situation on the date of this notice.
The shares shall be repurchased otherwise than in proportion to the shareholders' holdings (directed repurchase) in public trading on Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition or otherwise at a price formed on the market. The authorisation is proposed to be used, for example, to be transferred in order to carry out possible acquisitions or share-based incentive schemes or for other purposes decided by the Board of Directors, and to be otherwise transferred further, held by the company or cancelled. The Board of Directors may decide on all other terms and conditions of the repurchase of the company's own shares.
The authorisation is valid until 31 March 2024 and revokes the previous unused authorisations to repurchase the company's own shares.
17. Board of Directors' proposal to amend the Articles of Association
The Board of Directors proposes that Section 7 of the Articles of Association be amended to enable the general meeting to be held not only in the company's domicile but also in Tampere, and that, in accordance with Chapter 5, Section 16(3) of the Finnish Companies Act, it will be possible to hold a General Meeting also without a meeting venue so that shareholders exercise their decision-making power in real-time by means of a telecommunications connection and technical assistance during the meeting.
The Board of Directors proposes that the new Section 7 of the Articles of Association reads as follows (amendments in bold herein):
07 § Notice to the Annual General Meeting, venue and advance registration for the Annual General Meeting.
The Annual General Meeting is held at a location determined by the Company's Board of Directors, which may be located in Tampere in addition to the company's domicile. The Board of Directors may decide that the Annual General Meeting will be held without a meeting venue so that shareholders exercise their decision-making power during the meeting in full and up-to-date manner using a telecommunications connection and a technical tool (remote meeting).
The notice of the General Meeting shall be published on the company's website no earlier than three months and no later than three weeks before the meeting but at least nine days before the record date of the General Meeting.
In order to participate in the General Meeting, a shareholder must register with the Company no later than on the date and time specified by the Board of Directors in the notice of the meeting, which may not be earlier than ten days before the meeting.
In other respects, it is proposed that the Articles of Association remain unchanged.
18. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for decisions on the agenda of the General Meeting and this notice are available on Netum Group Plc's website at https://www.netum.fi/en/investors/general-meeting-2023/.
The Financial Statements, the Report of the Board of Directors and the Auditor's Report will be available on the company's website no later than 10 March 2023.
The minutes of the General Meeting will be available on the company's website no later than 12 April 2023.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Shareholders registered in the shareholders' register
A shareholder registered in the company's shareholders' register maintained by Euroclear Finland Ltd on the record date of the Annual General Meeting, 17 March 2023, 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 company’s shareholders’ register.
Registration for the General Meeting will begin on 11 March 2023 at 10.00 a.m. EET. A shareholder registered in the shareholders' register of the Company who wishes to participate in the General Meeting must register for the General Meeting no later than on 24.3.2023 at 10.00 a.m. EET, by which time the registration must be received. Registration for the General Meeting can be made:
a. Through the website at https://www.netum.fi/en/investors/general-meeting-2023/
Shareholders who are natural persons must sign on using strong electronic identification based on Finnish online banking credentials or Mobile ID. Shareholders who are legal persons must sign on using the shareholder’s book-entry account number and Business ID. If a legal person uses the Suomi.fi electronic authorisation service, registration requires the authorised person to use strong electronic identification based on Finnish online banking credentials or Mobile ID.
If a legal person uses the Suomi.fi electronic authorisation service, the authorised person must use strong electronic authentication on Euroclear Finland Ltd’s General Meeting service when registering for the General Meeting. They will then be redirected to the Suomi.fi service for automatic verification of the authorisation, and they will subsequently be redirected back to the service maintained by Euroclear Finland Ltd. The authorisation may be based on electronic Suomi.fi authorisation or the right of representation entered in the Trade Register. Strong electronic authentication is based on Finnish online banking credentials or Mobile ID.
A legal person may submit changes to registration information and authorised persons directly in the service maintained by Euroclear Finland Ltd until the end of the registration period. If there are any changes after the registration period, the shareholder must contact Netum Group Plc by e-mail at agm2023@netum.fi.
b. By mail to Euroclear Finland Ltd, Yhtiökokous / Netum Group Plc, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu.
Shareholders or their proxy representatives must provide the requested personal data in connection with registration. Personal data disclosed by shareholders to Netum Group Plc or Euroclear Finland Ltd will only be processed for purposes related to the General Meeting and the necessary registration procedures.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Annual General Meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholders' register maintained by Euroclear Finland Ltd on the record date of the General Meeting, 17 March 2023. The participation also requires that the shareholder is temporarily registered in the shareholders' register maintained by Euroclear Finland Ltd based on these shares at the latest 24 March 2023 by 10.00 a.m. EET. As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholdings after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions on the registration in the temporary shareholders' register of the Company, the issuing of proxy documents and registration for the General Meeting, as well as remote participation and advance voting from his/her custodian bank.
The account management organisation of the custodian bank has to register a nominee-registered shareholder who wants to participate in the General Meeting into the temporary shareholders' register of the company at the latest by the time stated above and, if necessary, arrange advance voting on behalf of a nominee-registered shareholder before the end of the registration period for nominee-registered shareholders.
Further information is also available on the company's website at https://www.netum.fi/en/investors/general- meeting-2023/.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting through proxy representation. A proxy representative of a shareholder may also, if he/she so wishes, vote in advance in the manner described in this notice.
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 General Meeting. When a shareholder participates in the General Meeting using 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 General Meeting.
Possible proxy documents should be delivered primarily by e-mail at agm2023@netum.fi or by letter.
Netum Group Plc, Annual General Meeting 2023, Yliopistonkatu 58 B, FI-33100 Tampere, Finland before the last date for registration. In addition to submitting proxy documents, a shareholder or his/her proxy representative shall ensure that he/she has registered for the Annual General Meeting in the manner described above in this notice.
As an alternative to a traditional power of attorney, corporate owners can use an electronic Suomi.fi authorisation service to authorise an agent. A proxy representative will be appointed in the Suomi.fi service at https://www.suomi.fi/e-authorizations (authorisation matter "Representation at the Annual General Meeting"). In the Annual General Meeting service, the Ombudsman must identify himself or herself with strong electronic identification when registering, and after that, the electronic authorisation is automatically verified. Strong electronic identification is done with online banking codes or a mobile certificate. Further information on electronic authorisation is available at https://www.suomi.fi/e-authorizations.
4. Remote participation in the meeting
A shareholder who has the right to participate in the Annual General Meeting may also participate in the meeting remotely. A shareholder participating remotely has the right to vote during the meeting.
For remote participation, a link to the General Meeting and a personal username and password will be sent by e- mail to the e-mail address provided in connection with the registration after the end of the registration period.
The shareholder's right to ask questions and exercise his/her right to speak has been restricted so that questions can only be asked, and the right to speak can be exercised in writing during the meeting via the chat function of the meeting system. Under the conditions laid down in Chapter 5, Section 25 a of the Limited Liability Companies Act, the General Meeting may decide on the principles by which questions and other speeches submitted in writing may be combined and modified.
A shareholder or proxy representative who has registered to participate in the General Meeting at the meeting venue may change his/her participation to remote participation by notifying the Company by 24 March 2023 10.00 a.m. EET at the latest. Instructions for changing the method of participation are presented on the company's website https://www.netum.fi/en/investors/general-meeting-2023/.
A shareholder who has the right to participate in the General Meeting and who has indicated that he or she will participate remotely has the right to participate in the meeting at the meeting venue.
The remote connection to the General Meeting will be implemented through Euroclear Finland Oy's meeting system, which includes a video and audio connection to the General Meeting.
Login to the meeting system will open on 29 March 2023 at 9.30 a.m. EET, and the General Meeting will begin at 10.00 a.m. EET.
More detailed information on the Annual General Meeting service can be found at https://www.netum.fi/en/investors/general-meeting-2023/.
5. Voting in advance
Shareholders with a Finnish book-entry account may vote in advance between 11 March 2023 at 10:00 a.m. EET and 24 March 2023 at 10:00 a.m. EET through the Company's website at https://www.netum.fi/en/investors/general- meeting-2023/.
Advance votes must be received by the time the advance voting ends. In addition to advance voting, a shareholder must ensure that he/she has registered for the General Meeting before the end of the registration period.
It is not possible for a shareholder who has voted in advance to use the rights of the Finnish Companies Act to ask questions or request a vote unless he or she participates in person or through an agent to the General Meeting at the meeting venue or via remote connection.
For nominee-registered shareholders, advance voting takes place through the account manager. The account manager may vote in advance on behalf of the nominee-registered shareholders it represents in accordance with their voting instructions during the registration period set for nominee-registered shares.
The proposal for a resolution that is the subject of the advance voting is deemed to have been presented unchanged at the General Meeting. The terms and conditions of the electronic advance voting and other instructions are available on the company's website at https://www.netum.fi/en/investors/general-meeting-2023/.
6. Other instructions/information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information on the matters to be considered at the meeting. Concerning a shareholder participating in the General Meeting via remote access, the right to request information has been restricted as described in section C.4 above.
On the date of this notice, 8 March 2023, Netum Group Plc has a total of 11,920,500 shares and votes. The company holds 156,216 of its own shares, which cannot be used to exercise voting rights at the General Meeting. The shares are in one series, each entitling its holder to one vote.
Changes in shareholdings after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder at the General Meeting.
In Helsinki 8.3.2023
NETUM GROUP PLC
Board of Directors
For further information, please contact:
Matti Mujunen, CEO
Tel: +358 40 047 6401
Distribution:
Nasdaq Helsinki
Key media
netum.fi
This Notice of the General Meeting is a translation of the original Finnish version. In case of doubt, the original Finnish version, not the translation, of the Notice of the General Meeting applies.