NOTICE OF ANNUAL GENERAL MEETING
Notice is given to the shareholders of Silmäasema Oyj of the Annual General Meeting to be held on 11 April 2018 at 13.00 p.m. in Congress Hall B of Finlandia Hall, Mannerheimintie 13 e, 00100 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.30 p.m.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, 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 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 financial year 2017
Review by the CEO.
7. Adoption of the annual and group accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting, on 11 April 2018, that no dividend is paid on the basis of the balance sheet to be adopted for the financial year 1 January - 31 December 2017.
9. Resolution on the discharge of 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 shareholders' Nomination Board has in advance provided the company with a proposal, according to which the annual remuneration of the Board of Directors remains unchanged and is the following:
- Chairman of the Board of Directors: EUR 40,000
- Vice chairman of the Board of Directors: EUR 22,000
- Member of the Board of Directors: EUR 22,000.
In addition, the Nomination Board proposes that in accordance with previously adopted practice the members of the board will be paid a fee of 400 euros per meeting for attendance at the meetings of the Audit Committee.
The Nomination Board proposes that the fees payable to Board Members are paid in cash.
11. Resolution on the number of members of the Board of Directors
The shareholders' Nomination Board has provided the company with a proposal in advance, according to which the Board of Directors shall consist of six (6) members.
12. Election of the chairman, vice chairman and members of the Board of Directors
The Nomination Board proposes that from the current members of the company's Board of Directors Tuomas Lang, Maisa Romanainen, Juha Saarinen, Torsti Sihvola and Kaisa Vikkula be re-elected and Jukka Hienonen be elected as a new Board member. In addition, the Nomination Board proposes that Jukka Hienonen be elected as the Chairman of the Board of Directors and Juha Saarinen be elected as the Vice Chairman. All the nominees have given their consent to the position.
Tuomas Sarkola has advised the Nomination Board that he is not available as candidate to continue as a member of the company's Board of Directors.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the general meeting that the auditor's fee be paid on the basis of an invoice approved by the company.
In 2017, the auditor was paid approximately EUR 97,000 for services rendered. In addition to this, the audit firm was paid approximately EUR 936,000 for expert services other than auditing services (including listing).
14. Election of auditor
The Board of Directors proposes to the General Meeting that the audit company KPMG Oy Ab be elected as the auditor and that the General Meeting request a statement from the auditor regarding the confirmation of the annual financial statement, granting discharge and the board's proposal for asset sharing.
KPMG Oy Ab has informed the company that CA Virpi Halonen will act as the principal auditor.
The proposed auditor has consented to the election.
15. Authorising the Board of Directors to decide on the purchase of the company's own shares
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors to resolve on the acquisition of the company's own shares in one or several instalments using funds belonging to the unrestricted equity of the company, such that the maximum quantity of shares purchased would be 1,400,000 shares. On the date of the notice, the proposed quantity equates to approximately ten (10) per cent of all the shares in the company. The shares shall be acquired through public trading organised by Nasdaq Helsinki Oy in accordance with its rules or using other methods. The consideration paid for the acquired shares should be based on the market price.
The authorisation shall also entitle the Board of Directors to resolve on an acquisition of shares otherwise than in proportion to the shares owned by the shareholders (directed purchase). In such event, there must exist weighty financial reasons for the company for the purchase of its own shares. Shares may be acquired to implement arrangements linked to the company's business operations, to implement the company's share-based incentive programmes or to be otherwise transferred or be cancelled. The acquired shares can also be held by the company itself.
The Board of Directors is authorised to resolve on all other conditions and matters pertaining to the acquisition of its own shares. The acquisition of the company's own shares will reduce the unrestricted equity of the company.
The authorisation is proposed to remain in force until the next annual general meeting. The authorisation shall replace the company's previous authorisations regarding the purchase of company's own shares.
16. Authorising the Board of Directors to decide on a share issue, on the issuance of options and other special rights entitling to shares, as well as the conveying of own shares
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors to decide on the issue of a maximum of 2,000,000 shares through a share issue or by granting option rights or other special rights entitling to shares in one or several instalments. On the date of the notice, the proposed quantity equates to approximately fourteen (14) per cent of all the shares in the company. The authorization shall include the right to issue either new shares or the company's own shares held by the company either against payment or without consideration. Contrary to the shareholder's pre-emptive rights, new shares may be issued directly if there exists a weighty financial reason for the company to implement such directed share issue or, in the case of an issue without consideration, an especially weighty financial reason for it both for the company and with regard to the interests of all shareholders. The Board of Directors is authorised to resolve on all other terms and matters pertaining to the share issue, the issuance of options and to the granting of special rights entitling to shares, and to the disposal of shares.
The authorisation may be used, inter alia, to develop the capital structure, to expand the ownership base, for the payment of consideration in transactions, when acquiring assets linked to the operations of the company or to implement incentive programmes.
The authorisation is proposed to remain in force until the next annual general meeting. The authorisation shall replace the previous authorisations regarding share issue and option right.
17. Closing of the meeting
B. ANNUAL GENERAL MEETING DOCUMENTS
The proposals for resolutions on the matters on the agenda of the General Meeting set out above as well as this notice will be available on the Silmäasema Oyj website at https://company.silmaasema.fi/en/corporate-governance/annual-general-meeting/agm-2018. The annual report, the report of the Board of Directors and the auditor's report concerning Silmäasema Oyj, are available on the above-mentioned website no later than 21 March 2018.The proposals for resolutions and the other above-mentioned documents will also be available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available at the above-mentioned website as from 25 April 2018.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. A shareholder registered in the shareholders' register
Each shareholder, who is registered in the shareholders' register of the company held by Euroclear Finland Ltd. on 28 March 2018 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 shareholders' register of the company.
A shareholder, who is registered in the shareholders' register of the company and who wishes to participate in the General Meeting, should register for the General Meeting by no later than 3 April 2018 by giving a prior notice of participation, which must be received by the company by no later than the above-mentioned date. Such notice can be given:
- via the company's website at https://company.silmaasema.fi/en/corporate-governance/annual-general-meeting/agm-2018;
- by telephone +358 40 505 0802 (during weekdays between 9.00 a.m. and 16.00 p.m.); or
- by regular mail to Silmäasema Oyj, Anne Kangasniemi, Atomitie 5 A, 00370 Helsinki.
In connection with such registration, a shareholder should notify his/her name, personal identification number / business ID, address and telephone number. In addition, shareholders are requested to notify the name and the personal identification number of a possible assistant or proxy representative. The personal data given to Silmäasema Oyj will be used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting according to the shares based on which he/she would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd on the record date of the General Meeting, 28 March 2018,. In addition, the right to participate in the General Meeting requires that the shareholder has been registered on the basis of such shares into the temporary shareholders' register held by Euroclear Finland Ltd. by Friday 6 April 2018 by 10 a.m. As regards nominee registered shares this constitutes due registration for the General 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 General Meeting from his/her custodian bank. The account management organisation of the custodian bank must register a holder of nominee registered shares who wants to participate in the General Meeting into the temporary shareholders' register of the company by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the 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 demonstrate in a reliable manner his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder holding shares in 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 in original form to Silmäasema Oyj, Anne Kangasniemi, Atomitie 5 A, 00370 Helsinki before the last date for registration.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder who is present at the 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 7 March 2018, the total number of shares in Silmäasema Oyj is 14,248,805 and votes represented by such shares total 14,248,805.
7 March 2018
SILMÄASEMA OYJ
THE BOARD OF DIRECTORS