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    PROVENTIA GROUP OYJ: NOTICE TO ANNUAL GENERAL MEETING OF SHAREHOLDERS
     

     

    PROVENTIA GROUP OYJ 

    NOTICE TO ANNUAL GENERAL MEETING OF SHAREHOLDERS

    The shareholders of Proventia Group Corporation are summoned to the Annual General Meeting that is held 24.4.2019 at 10.00 at restaurant Uusi Seurahuone (Rantakatu 4, 90100 Oulu) (II. floor).

    Matters on the agenda of the Annual General Meeting

    The meeting will handle the following matters:

    1. Opening of the Meeting

    2. Calling the Meeting to order

    3. Election of persons to scrutinize 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 financial statements, the consolidated financial statements and the report of the Board of Directors and the auditor's report for 2018

    CEO’s Review.

    7. Resolution on the adoption of financial statements and consolidated financial statements

    8. Resolution on the profit shown on the balance sheet and deciding on the dividend payment

    The distributable assets of Proventia Group Corporation are 5 444 603,82 EUR. The Board of Directors proposes that the profit of the financial year 158 882,84 EUR will be recognized as an increase in equity and no dividend be paid.

    9. Resolution on discharge from liability for the members of the Board of Directors and the CEO

    10. Resolution on the remuneration of members of the Board of Directors and the reimbursement of travel expenses

    The Shareholders’ Nomination Board proposes that the fees for the members of the board of directors elected for the term of office lasting until the Annual General Meeting of 2020 be paid as follows: Chairman of the Board 2 000 EUR/month and board members 750 EUR/month. If the Board of Directors decides to establish Board committees, the Chairmen of the committee will be paid 1 000 EUR/month. Travel expenses of the members of the Board of Directors will be compensated in accordance with the company’s travel policy.

    It is proposed that the Auditor's fees will be paid according to the Auditor’s reasonable invoice and travel expenses according to actual costs

    11. Resolution on the number of members of the Board of Directors

    The Shareholders’ Nomination Board proposes that 5 members are elected to the Board of Directors.

    12. Election of members of the Board of Directors

    The Nomination Board proposes that Harri Suutari is re-elected as Chairman of the Board and Lauri Antila as Vice Chairman. In addition, Raisa Lesonen, Pekka Sipola and Tommi Salunen are proposed to be re-elected as members of the Board of Directors. All nominated persons have given their consent to the election.

    13. Election of auditors

    The main owner Head Invest Oy proposes that the auditing firm PricewaterhouseCoopers Oy and Authorised Public Accountant Sami Posti as auditor in charge is re-elected as the company's auditor.

    14. Authorisation for the Board of Directors to decide on a share issue and the provision of special rights

    The Board of Directors proposes the following 

    The Annual General Meeting authorises the Board of Directors to decide on one or more share issues and the provision of special rights pursuant to paragraph 1 of section 10 of the Companies Act, as well as all of their terms and conditions, and related measures. 

    According to the consideration of the Board of Directors, the authorisation can be used for financing business acquisitions or other business arrangements and investments, carrying out cooperation between companies or other similar arrangements, or strengthening the company’s financial and capital structure and to exercise option or other incentive schemes. 

    The total number of shares to be issued or subscribed on the basis of the authorisation may be 4,000,000 at maximum. 

    The authorisation provides the Board of Directors with the right to execute directed measures, i.e., deviate from the shareholders’ pre-emptive right to the company’s shares if there is significant reason pursuant to the Companies Act. 

    The authorisation is proposed to be in effect until the following Annual General Meeting, and for a maximum of 18 months.

    15. Authorisation for the Board of Directors to decide on the acquisition of treasury shares

    The Board of Directors proposes the following: 

    The Annual General Meeting authorises the Board of Directors to decide on the acquisition of treasury shares using the company’s unrestricted equity according to clause 2 of paragraph 5 of section 15 of the Companies Act. The authorisation is proposed to concern the acquisition of a maximum of 500,000 treasury shares in a single batch or several. 

    The Board of Directors proposes that it be authorised to decide on the share acquisition price and other conditions so that the share acquisition price is the fair value of the shares on the acquisition date as set by the Board of Directors. The share-specific price must at least be the amount of equity in accordance with the company’s financial statements divided by the number of issued shares and, at maximum, the amount where the share profit value, and the Board of Directors’ estimate on future outlook, result, order base and other relevant factors affecting the company’s value have been taken into account, including the value of reference companies operating in the same field. The authorisation does not exclude the Board of Directors’ right to decide on a private offering, in which case it is deemed that there is a significant financial reason for the acquisition. 

    According to the Board of Directors’ consideration, the authorisation can be used for financing and carrying out business arrangements and investments, or other purposes decided on by the Board of Directors. 

    The authorisation is proposed to be in effect until the following Annual General Meeting, and for a maximum of 18 months.

    16. Authorisation for the Board of Directors to decide on the transfer of treasury shares held by the company

    The Board of Directors proposes the following: 

    The Annual General Meeting authorises the Board of Directors to decide on the transfer of the treasury shares held by the company according to clause 1 of paragraph 1 of section 9 of the Companies Act. The authorisation is proposed to concern the transfer of a maximum of 500,000 treasury shares held by the company. 

    The Board of Directors proposes that it be authorised to decide on for whom and in what order the treasury shares are transferred. The Board of Directors can decide on the transfer of the treasury shares in all situations, apart from one where a shareholder has a pre-emptive right to the company’s shares. The Board of Directors is authorised to decide on the share transfer price, other transfer conditions and a situation where the shares can be transferred against compensation other than money. The authorisation includes the right to decide on the criteria according to which the transfer price is determined. The shares to be transferred on the basis of the authorisation are proposed to be used for financing and carrying out important arrangements for the company, such as business arrangements and investments, or other purposes decided on by the Board of Directors. The authorisation will be in effect until the following Annual General Meeting.

    17. Closing of the Meeting

    Instructions for the meeting participants 

    1. Shareholders registered in the shareholders' register

    Each shareholder, who is registered on 10.4.2019, 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. 

    Changes in shareholdings occurring after the record date of the Annual General Meeting shall not affect the right to attend the Annual General Meeting or the number of votes of the shareholder. 

    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 by 4 p.m. on 17.4.2019 by giving a prior notice of participation, which shall be received by the Company no later than the above-mentioned time 

    Such notice can be given: 

    a) by email to the address shareholders(at)proventia.com; or

    b) by regular mail to Proventia Group Oy, AGM, Tietotie 1, 90460 Oulunsalo.

    The personal data given to Proventia Group Oy 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, where necessary, be able to prove his/her identity and/or right of representation at the meeting venue.

    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 he/she would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on 10.4.2019 (the record date of the Annual General Meeting). The right to participate in the Annual General Meeting requires, in addition, that the shareholder has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd on the basis of such shares at the latest by 10 a.m. on 18.4.2019. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting 

    A holder of nominee registered shares is advised to request all necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank without delay. The account 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. 

    3. Proxy representatives and powers of attorney

    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. 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.

    4. Documents of the Annual General Meeting

    The aforementioned proposals on the meeting’s agenda, this notice and the company’s financial statement, annual report and audit report are available one week prior to the meeting at the Company’s headquarters at Tietotie 1, 90460 Oulunsalo, and at the meeting. Copies of the documents are sent to shareholders upon request 

    Oulu 1.4.2019 

    PROVENTIA GROUP CORPORATION 

    Board of Directors

a) by email to the address shareholders(at)proventia.com; or

b) by regular mail to Proventia Group Oy, AGM, Tietotie 1, 90460 Oulunsalo.

The personal data given to Proventia Group Oy 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, where necessary, be able to prove his/her identity and/or right of representation at the meeting venue.

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 he/she would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on 10.4.2019 (the record date of the Annual General Meeting). The right to participate in the Annual General Meeting requires, in addition, that the shareholder has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd on the basis of such shares at the latest by 10 a.m. on 18.4.2019. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting 

A holder of nominee registered shares is advised to request all necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank without delay. The account 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. 

3. Proxy representatives and powers of attorney

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. 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.

4. Documents of the Annual General Meeting

The aforementioned proposals on the meeting’s agenda, this notice and the company’s financial statement, annual report and audit report are available one week prior to the meeting at the Company’s headquarters at Tietotie 1, 90460 Oulunsalo, and at the meeting. Copies of the documents are sent to shareholders upon request 

Oulu 1.4.2019 

PROVENTIA GROUP CORPORATION 

Board of Directors

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Events


    PROVENTIA GROUP OYJ: NOTICE TO ANNUAL GENERAL MEETING OF SHAREHOLDERS
     

     

    PROVENTIA GROUP OYJ 

    NOTICE TO ANNUAL GENERAL MEETING OF SHAREHOLDERS

    The shareholders of Proventia Group Corporation are summoned to the Annual General Meeting that is held 24.4.2019 at 10.00 at restaurant Uusi Seurahuone (Rantakatu 4, 90100 Oulu) (II. floor).

    Matters on the agenda of the Annual General Meeting

    The meeting will handle the following matters:

    1. Opening of the Meeting

    2. Calling the Meeting to order

    3. Election of persons to scrutinize 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 financial statements, the consolidated financial statements and the report of the Board of Directors and the auditor's report for 2018

    CEO’s Review.

    7. Resolution on the adoption of financial statements and consolidated financial statements

    8. Resolution on the profit shown on the balance sheet and deciding on the dividend payment

    The distributable assets of Proventia Group Corporation are 5 444 603,82 EUR. The Board of Directors proposes that the profit of the financial year 158 882,84 EUR will be recognized as an increase in equity and no dividend be paid.

    9. Resolution on discharge from liability for the members of the Board of Directors and the CEO

    10. Resolution on the remuneration of members of the Board of Directors and the reimbursement of travel expenses

    The Shareholders’ Nomination Board proposes that the fees for the members of the board of directors elected for the term of office lasting until the Annual General Meeting of 2020 be paid as follows: Chairman of the Board 2 000 EUR/month and board members 750 EUR/month. If the Board of Directors decides to establish Board committees, the Chairmen of the committee will be paid 1 000 EUR/month. Travel expenses of the members of the Board of Directors will be compensated in accordance with the company’s travel policy.

    It is proposed that the Auditor's fees will be paid according to the Auditor’s reasonable invoice and travel expenses according to actual costs

    11. Resolution on the number of members of the Board of Directors

    The Shareholders’ Nomination Board proposes that 5 members are elected to the Board of Directors.

    12. Election of members of the Board of Directors

    The Nomination Board proposes that Harri Suutari is re-elected as Chairman of the Board and Lauri Antila as Vice Chairman. In addition, Raisa Lesonen, Pekka Sipola and Tommi Salunen are proposed to be re-elected as members of the Board of Directors. All nominated persons have given their consent to the election.

    13. Election of auditors

    The main owner Head Invest Oy proposes that the auditing firm PricewaterhouseCoopers Oy and Authorised Public Accountant Sami Posti as auditor in charge is re-elected as the company's auditor.

    14. Authorisation for the Board of Directors to decide on a share issue and the provision of special rights

    The Board of Directors proposes the following 

    The Annual General Meeting authorises the Board of Directors to decide on one or more share issues and the provision of special rights pursuant to paragraph 1 of section 10 of the Companies Act, as well as all of their terms and conditions, and related measures. 

    According to the consideration of the Board of Directors, the authorisation can be used for financing business acquisitions or other business arrangements and investments, carrying out cooperation between companies or other similar arrangements, or strengthening the company’s financial and capital structure and to exercise option or other incentive schemes. 

    The total number of shares to be issued or subscribed on the basis of the authorisation may be 4,000,000 at maximum. 

    The authorisation provides the Board of Directors with the right to execute directed measures, i.e., deviate from the shareholders’ pre-emptive right to the company’s shares if there is significant reason pursuant to the Companies Act. 

    The authorisation is proposed to be in effect until the following Annual General Meeting, and for a maximum of 18 months.

    15. Authorisation for the Board of Directors to decide on the acquisition of treasury shares

    The Board of Directors proposes the following: 

    The Annual General Meeting authorises the Board of Directors to decide on the acquisition of treasury shares using the company’s unrestricted equity according to clause 2 of paragraph 5 of section 15 of the Companies Act. The authorisation is proposed to concern the acquisition of a maximum of 500,000 treasury shares in a single batch or several. 

    The Board of Directors proposes that it be authorised to decide on the share acquisition price and other conditions so that the share acquisition price is the fair value of the shares on the acquisition date as set by the Board of Directors. The share-specific price must at least be the amount of equity in accordance with the company’s financial statements divided by the number of issued shares and, at maximum, the amount where the share profit value, and the Board of Directors’ estimate on future outlook, result, order base and other relevant factors affecting the company’s value have been taken into account, including the value of reference companies operating in the same field. The authorisation does not exclude the Board of Directors’ right to decide on a private offering, in which case it is deemed that there is a significant financial reason for the acquisition. 

    According to the Board of Directors’ consideration, the authorisation can be used for financing and carrying out business arrangements and investments, or other purposes decided on by the Board of Directors. 

    The authorisation is proposed to be in effect until the following Annual General Meeting, and for a maximum of 18 months.

    16. Authorisation for the Board of Directors to decide on the transfer of treasury shares held by the company

    The Board of Directors proposes the following: 

    The Annual General Meeting authorises the Board of Directors to decide on the transfer of the treasury shares held by the company according to clause 1 of paragraph 1 of section 9 of the Companies Act. The authorisation is proposed to concern the transfer of a maximum of 500,000 treasury shares held by the company. 

    The Board of Directors proposes that it be authorised to decide on for whom and in what order the treasury shares are transferred. The Board of Directors can decide on the transfer of the treasury shares in all situations, apart from one where a shareholder has a pre-emptive right to the company’s shares. The Board of Directors is authorised to decide on the share transfer price, other transfer conditions and a situation where the shares can be transferred against compensation other than money. The authorisation includes the right to decide on the criteria according to which the transfer price is determined. The shares to be transferred on the basis of the authorisation are proposed to be used for financing and carrying out important arrangements for the company, such as business arrangements and investments, or other purposes decided on by the Board of Directors. The authorisation will be in effect until the following Annual General Meeting.

    17. Closing of the Meeting

    Instructions for the meeting participants 

    1. Shareholders registered in the shareholders' register

    Each shareholder, who is registered on 10.4.2019, 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. 

    Changes in shareholdings occurring after the record date of the Annual General Meeting shall not affect the right to attend the Annual General Meeting or the number of votes of the shareholder. 

    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 by 4 p.m. on 17.4.2019 by giving a prior notice of participation, which shall be received by the Company no later than the above-mentioned time 

    Such notice can be given: 

    a) by email to the address shareholders(at)proventia.com; or

    b) by regular mail to Proventia Group Oy, AGM, Tietotie 1, 90460 Oulunsalo.

    The personal data given to Proventia Group Oy 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, where necessary, be able to prove his/her identity and/or right of representation at the meeting venue.

    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 he/she would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on 10.4.2019 (the record date of the Annual General Meeting). The right to participate in the Annual General Meeting requires, in addition, that the shareholder has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd on the basis of such shares at the latest by 10 a.m. on 18.4.2019. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting 

    A holder of nominee registered shares is advised to request all necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank without delay. The account 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. 

    3. Proxy representatives and powers of attorney

    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. 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.

    4. Documents of the Annual General Meeting

    The aforementioned proposals on the meeting’s agenda, this notice and the company’s financial statement, annual report and audit report are available one week prior to the meeting at the Company’s headquarters at Tietotie 1, 90460 Oulunsalo, and at the meeting. Copies of the documents are sent to shareholders upon request 

    Oulu 1.4.2019 

    PROVENTIA GROUP CORPORATION 

    Board of Directors

a) by email to the address shareholders(at)proventia.com; or

b) by regular mail to Proventia Group Oy, AGM, Tietotie 1, 90460 Oulunsalo.

The personal data given to Proventia Group Oy 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, where necessary, be able to prove his/her identity and/or right of representation at the meeting venue.

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 he/she would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on 10.4.2019 (the record date of the Annual General Meeting). The right to participate in the Annual General Meeting requires, in addition, that the shareholder has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd on the basis of such shares at the latest by 10 a.m. on 18.4.2019. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting 

A holder of nominee registered shares is advised to request all necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank without delay. The account 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. 

3. Proxy representatives and powers of attorney

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. 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.

4. Documents of the Annual General Meeting

The aforementioned proposals on the meeting’s agenda, this notice and the company’s financial statement, annual report and audit report are available one week prior to the meeting at the Company’s headquarters at Tietotie 1, 90460 Oulunsalo, and at the meeting. Copies of the documents are sent to shareholders upon request 

Oulu 1.4.2019 

PROVENTIA GROUP CORPORATION 

Board of Directors

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