Aug 5, 2021
PROVENTIA GROUP OYJ: NOTICE TO EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The shareholders of Proventia Group Corporation are summoned to the Extraordinary General Meeting that is held 27.8.2021 at 10.00 at restaurant Uusi Seurahuone (Rantakatu 4, 90100 Oulu) (II. floor). Shareholders will also be offered the opportunity to follow the Extraordinary General Meeting remotely. The meeting will follow the specific arrangements mentioned below relating to the coronavirus situation.
Matters on the agenda of the Extraordinary 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. Distribution of assets
The Board of Directors proposes to the Extraordinary General Meeting that assets from reserves of unrestricted equity of 1 951 938,94 euros altogether (EUR 0.14 per share) shall be distributed for 2020.
If the Extraordinary General Meeting approves the Board of Director’s proposal, the asset will be paid to all shareholders who are registered in the shareholder register maintained by Euroclear Finland Ltd as a company’s shareholder on the asset record date, 31.8.2021. The Board of Directors proposes that the asset will be paid on 7.9.2021.
Shareholders who in total represent more than 50% of the votes in the company have notified that they will vote in favor of the proposal of the Board of Directors.
7. Closing of the Meeting
Instructions for the meeting participants
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 17.8.2021, in the shareholders’ register of the Company maintained by Euroclear Finland Ltd, has the right to participate in the Extraordinary 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 Extraordinary General Meeting shall not affect the right to attend the Extraordinary 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 Extraordinary General Meeting, shall register for the meeting no later than by 4 p.m. EEST on 24.8.2021 by giving a prior notice of participation, which shall be received by the Company no later than the above-mentioned time. Shareholders wishing to follow the Extraordinary General Meeting remotely are also requested to register for the meeting in accordance with this paragraph and to provide an e-mail address to which instructions for participation for remote following can be sent. Shareholders are asked to note that the Extraordinary General Meeting can only be attended on site and that remotely, the Extraordinary General Meeting can only be followed.
Such registration can be given:
a) by email to the address shareholders [at] proventia [dot] 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 Extraordinary 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 Extraordinary 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 17.8.2021 (the record date of the Extraordinary General Meeting). The right to participate in the Extraordinary 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. EEST on 24.8.2021. As regards nominee registered shares, this constitutes due registration for the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting.
4. Specific arrangements relating to the coronavirus situation
Proventia takes the coronavirus situation very seriously and in arranging the meeting, will abide by all orders given by the authorities. The meeting can only be held if the number of participants present at the meeting is so low that the meeting can be held in compliance with the orders given by the authorities.
Proventia also wants to ensure the safety of the persons who must be present at the meeting.
Due to these reasons, Proventia urges shareholders to avoid being present at the meeting venue.
Shareholders may follow the meeting remotely. Instructions for remote monitoring of the meeting will be sent by email to those shareholders who have registered in accordance with paragraph 1.
Due to the coronavirus situation, there may be further information given regarding the Extraordinary General Meeting arrangements. Please check the latest guidance on the company website.
5. The meeting documents meant in Chapter 5 section 21 in the Limited Liability Companies Act
The meeting documents meant in chapter 5 section 21 in the Limited Liability Companies Act shall be kept available in the head office of the company for one week before the meeting (from 20.8.2021) and the meeting documents shall be kept available to the shareholders at the meeting venue.
6. Business Review Q1/2021
According to applicable legislation and other regulations, the Company is not obligated to release its business reviews. The business review for Q1/2021 can be sent to shareholders upon request. Requests can be sent to the address shareholders [at] proventia [dot] com.
PROVENTIA GROUP CORPORATION
Board of Directors