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Notice to the Extraordinary General Meeting of Talenom Plc; proposals of the Board of Directors

·13-min read
Talenom Oyj
Talenom Oyj

Talenom Plc, Stock exchange release, 19 September 2022 at 15:00 p.m.

Notice to the Extraordinary General Meeting of Talenom Plc; proposals of the Board of Directors

Notice is given to the shareholders of Talenom Plc to the Extraordinary General Meeting of the company to be held on 13 October 2022 at 10 a.m. at Töölönlahdenkatu 2, 00100 Helsinki. Shareholders and their proxy representatives may participate in the General Meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with this notice and other instruction given by the company. It is not possible to participate in the meeting in person nor to follow the General Meeting on the internet. Instructions for shareholders to attend the General Meeting are provided under section C “Instructions for the participants in the Extraordinary General Meeting”.

The Board of Directors of the company has resolved on exceptional meeting procedures based on the amendment of the Companies Act (624/2006) which came into force on 11 July 2022. In order to prevent the spread of the COVID-19 pandemic, the Board of Directors has resolved to take the measures allowed by the said legislation so that the General Meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, employees and other stakeholders of the company.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

The following matters will be considered at the General Meeting:

1. Opening of the meeting

2. Calling the meeting to order
Attorney-at-law Olli Kotila will serve as chairperson of the meeting. In the event Olli Kotila is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to serve as the chairperson.

3. Election of person to scrutinize the minutes and to supervise the counting of votes
The company’s CFO Matti Eilonen will scrutinize the minutes and supervise the counting of the votes. In the event Matti Eilonen is prevented from scrutinizing the minutes and supervising the counting of the votes for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to scrutinize the minutes and supervise the counting of the votes.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Oy.

6. The Board’s proposal to amend the Company’s Articles of Association in respect of General Meetings

The Board of Directors proposes that an addition is made to the Articles of Association concerning remote participation in the General Meeting as an alternative or without convening to a physical meeting. The amendment would be made to Section 7 of the Articles (Notice to the General Meeting).

The Section of the new Articles of Association:

7 § NOTICE TO GENERAL MEETING, MEETING VENUE AND MEANS OF PARTICIPATION

The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.

The notice shall be delivered to the shareholders by means of a notice published on the company’s website.

In order to be entitled to attend and use their right to speak at the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the General Meeting, which may not be earlier than ten (10) days prior to the General Meeting.

The Board of Directors may decide on alternative additional means of participating in the General Meeting so that shareholders may exercise their decision-making rights prior to or during the General Meeting by use of telecommunication or other technical means. The Board of Directors may also decide that the General Meeting is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time by use of telecommunication or other technical means during the meeting.

In addition to the domicile of the Company, Shareholders’ Meetings can also be held in Helsinki.

The Section of the old Articles of Association:

7 § INVITATION TO THE ANNUAL GENERAL MEETING

The invitation to the Annual General Meeting must be verifiably delivered to the shareholders in writing at the earliest two months and at the latest one week before the Annual General Meeting to the address registered in the Register of Shareholders.

After the company’s shares have been linked to the book-entry system the invitation to the Annual General Meeting is published on the Company's website at the earliest two (2) months and at the latest 21 days before the meeting, however, always at least nine (9) days before the matching date of the Annual General Meeting defined in the Limited Liability Companies Act.

In order to exercise their rights to vote and speak at the Annual General Meeting a shareholder must register in advance in the manner mentioned in the invitation to the meeting and by the date mentioned in the meeting that can at the earliest be ten (10) days before the day of the meeting.

In addition to the domicile of the Company, Shareholders’ Meetings can also be held in Helsinki.

7. Closing of the meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The proposals for the decisions on the aforementioned matters on the above agenda of the General Meeting and this notice are available at Talenom Plc’s website at https://sijoittajat.talenom.fi/en/investors/corporate_governance/egm_2022 from 19 September 2022. Copies of the proposals for the resolutions and of other documents referred to above as well as of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website no later than from 27 October 2022.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

Shareholders registered in the shareholders’ register
Shareholders and their proxies can participate in the General Meeting and exercise shareholder rights only by voting in advance as well as by presenting counterproposals and questions in advance in accordance with the instructions below.

The list of votes of the General Meeting and results of the votes are determined solely based on the advance voting.

1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 3 October 2022 (record date of the General Meeting) in the shareholders’ register of the company held by Euroclear Finland Oy 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 can participate in the General Meeting and exercise shareholder rights only by voting in advance as well as by presenting counterproposals and questions in advance in accordance with the instructions described in this invitation.

2. Registration and advance voting
Registration for the meeting and advance voting will begin on 28 September 2022 at 10 a.m. when the deadline for submitting and publishing counterproposals subject for voting has passed. A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting by voting in advance must register for the General Meeting and vote in advance by 7 October 2022 at 16:00 p.m. Finnish time, by which time the registration is required to have been completed and votes need to have been received.

When registering, requested information such as the name of the shareholder, date of birth/business ID and contact information, must be given. The personal data submitted to Talenom Plc and Innovatics Ltd will be used only in connection with the General Meeting and with the processing of related registrations.

Shareholders, who has a personal Finnish book-entry account, can register and vote in advance on certain items on the agenda of the General Meeting from 28 September 2022 until 16:00 p.m. Finnish time on 7 October 2022 by the following means:

a) through the company’s website: https://sijoittajat.talenom.fi/en/investors/corporate_governance/egm_2022

Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.

b) by mail or email

A shareholder who votes in advance by mail or email shall send the advance voting form available on the company’s website at https://sijoittajat.talenom.fi/en/investors/corporate_governance/egm_2022 or corresponding information to Innovatics Oy by mail to Innovatics Oy, Annual General Meeting / Talenom Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi

If the shareholder participates in the General Meeting by sending the votes in advance by mail or email to Innovatics Oy, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the General Meeting, provided that the shareholder's message includes the information requested on the advance voting form required for registration.

Additional information about the registration and voting in advance is available by phone +358 10 2818 909 from Monday to Friday at 9:00 a.m. – 12:00 noon and 13:00 – 16:00 p.m. Finnish time.

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 may also attend to the meeting only by voting in advance on behalf of the shareholder as described in this notice.

A proxy representative must identify to the electronic registration service and advance voting in person using strong identification, after which he/she is able to complete the registration and vote in advance on behalf of the shareholder he/she represents.

A proxy representative shall produce a dated proxy authorization document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. The right of legal representation can be demonstrated by utilising the suomi.fi e-authorisation service available in the electronic registration service.

If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration.

The template for the proxy and the voting form will be available on the company’s website on 28 September 2022 at latest when the deadline for submitting and publishing counterproposals subject for voting has passed. Possible proxies shall be delivered primarily as an attachment in connection with the electronic registration and advance voting or alternatively by mail to Innovatics Oy, Annual General Meeting / Talenom Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the end of the registration period, by which time the proxies need to have been received.

Submitting a proxy to the company before the end of the notification of participation period constitutes due registration for the General Meeting, provided that the required information for the participation listed above is given.

4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record day of the General Meeting, i.e. 3 October 2022, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd by 10 October 2022 at 10:00 a.m. Finnish time. With regards to nominee registered shares, this constitutes due registration for the General Meeting. Any changes in the ownership of shares 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 regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the General Meeting, into the shareholders’ register of the company no later than the time stated above and to arrange voting in advance on behalf of the holder of nominee registered shares.

Further information is available on the company’s website at https://sijoittajat.talenom.fi/en/investors/corporate_governance/egm_2022

5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the company have a right to make a counterproposal on the agenda items, to be placed for a vote. Such counterproposals are required to be sent to the company by email to agm@talenom.fi no later than by 22 September 2022 at 16.00 p.m. In connection with making a counterproposal, shareholders are required to provide evidence of their shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the General Meeting and that the shareholder holds at least one hundredth of all shares in the company on the record date of the General Meeting. Should the counterproposal not be placed for a vote at the meeting, advance votes in favour of the proposal will not be taken into account. The company will latest on 28 September 2022 publish on its website at https://sijoittajat.talenom.fi/en/investors/corporate_governance/egm_2022 the counterproposals, if any, that may be voted on.

A shareholder has the right to ask questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on topics to be considered by the General Meeting by delivering such questions by email to agm@talenom.fi until 3 October 2022 at 16.00 p.m. Finnish time by which time the questions must have been received. Such questions from shareholders and the company’s management’s answers to them, and any counterproposals that have not been placed for a vote will be available on the company’s website at https://sijoittajat.talenom.fi/en/investors/corporate_governance/egm_2022 on 5 October 2022 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding.

On the date of this notice to the General Meeting, the total number of shares and votes in Talenom Plc is 44,819,071.

In Helsinki, 19 September 2022

TALENOM PLC 
Board of Directors

Further information:                                 
Otto-Pekka Huhtala
CEO
Talenom Plc
tel. +358 40 703 8554

Talenom Plc is an accounting firm established in 1972. Talenom offers a wide range of accounting services as well as other expert and advisory services to support its clients’ business. The company has its own software development and it provides its clients with electronic financing tools.

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www.talenom.fi