Annual General Meeting

The General Meeting is Loihde Plc’s highest decision-making body. At the General Meeting, the shareholders’ decisions include: the adoption of the financial statements and the use of the profit shown on the balance sheet, the discharge from liability of the members of the Board of Directors and the CEO, the election and remuneration of the members of the Board of Directors and the election and remuneration of the auditor.

The Annual General Meeting is held annually before the end of June on a date decided by the Board of Directors and considers matters that according to the Limited Liability Companies Act and the Articles of Association belong to the Annual General Meeting and other possible proposals mentioned in the notice. An Extraordinary General Meeting is convened if necessary.

A shareholder shall according to the Limited Liability Companies Act have the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting, if he or she so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice.

Annual General Meeting 2022

Loihde Plc’s Annual General Meeting was held on Thursday, 5 May 2022 at 2:00 p.m. (EEST) at the auditorium Levón of the University of Vaasa, Wolffintie 34, Vaasa.

Notice convening the Annual General Meeting 2022 (pdf)link to the company announcement
Meeting agenda
Proposals to the General Meeting
Resolutions of the Annual General Meeting
Minutes of the Annual General Meeting (in Finnish)
Loihde Plc’s Annual Report 2021, including the Report of the Board of Directors, the Financial Statements, Consolidated Financial Statements, the Auditor’s report, the Corporate Governance report as well as the Remuneration report for governing bodies
Remuneration policy
Introduction of proposed Board members
Appendices to the notice convening the Annual General Meeting:
1. Terms of the long-term share-based incentive scheme for the Board of Directors (in Finnish)
2. Terms of the directed share issue against payment related to the long-term share-based incentive scheme for the Board of Directors and division of shares between subscribers (in Finnish) (Update on 2 May 2022: Subscription price per share has been added to the document. The subscription price is based on the average share price in April 2022.) 

 

Registration

Each shareholder, who is registered in Loihde Plc’s shareholders’ register held by Euroclear Finland Oy on the record date of the General Meeting, i.e. on 25 April 2022, 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 wants to

participate in the General Meeting, shall register for the meeting no later than 28 April 2022 by 4:00 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned time.

Such notice can be given:

a) through this link: Notice of attendance

b) by telephone +358 20 770 6881 on weekdays between 9 a.m. and 4 p.m., or

c) by regular mail to Euroclear Finland Oy, PL 1110, 00101 Helsinki.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Loihde Plc or to Euroclear Finland Oy is 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.

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 date of the General Meeting, i.e. on 25 April 2022, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. 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 Oy at the latest by 2 May 2022 by 10 a.m. As regards nominee-registered shares this constitutes due registration for the General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the 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 has to register a holder of nominee-registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.

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.

Shareholders may appoint a proxy representative indicated by the company as their proxy representative. The proxy representative indicated by the company is employed by Castrén & Snellman Attorneys Ltd.

Power of attorney and voting instructions 

Shareholders may also at will appoint a proxy representative other than the above-mentioned. 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 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 General Meeting.

Possible proxy documents should be delivered by email to osakeasiat@loihde.com  or by regular mail to Euroclear Finland Oy, PL 1110, 00101 Helsinki. The proxy document shall be received by the company no later than 28 April by 16.00. A proxy document for a proxy representative other than the one indicated by the company may also be delivered in the online service used for giving notice of participation in the meeting.

A shareholder who is a legal person can also use the electronic Suomi.fi authorisation service instead of the traditional proxy document. In this case, the entity authorises a proxy that they nominate in the Suomi.fi authorisation service at the website www.suomi.fi/e-authorizations using the mandate theme “Representation at the General Meeting”. In connection with Euroclear Finland Oy’s General Meeting service, the person so authorised must identify himself or herself with strong electronic identification in connection with the registration, after which the electronic authorisation will be checked automatically. Strong electronic identification works with bank codes or the Mobile ID. More information is available on the website suomi.fi/e-authorizations.

Advance voting

A shareholder, who has a Finnish book-entry account, may vote in advance on certain items of the agenda of the General Meeting through the company’s website during the time period 8 April at 10 a.m. – 28 April 2022 at 16 p.m.

In order to be able to vote in advance, the shareholder shall first give notice of participation in the General Meeting. Unless a shareholder voting in advance will be present at the General Meeting in person or by way of proxy representation, he/she may not be able to use his/her right according to the Limited Liability Companies Act to request information or a vote and if decision proposals have changed after the beginning of the advance voting period, his/her possibility to vote on an such item may be restricted.

A proxy representative appointed by the shareholder cannot vote in advance on behalf of the shareholder.

The conditions and instructions relating to the electronic advance voting

Asking questions in advance

Shareholders may ask questions on topics included in the meeting agenda. The questions should be sent by email to viestinta@loihde.com and they should be received by the company by 28 April 2022 at 4:00 p.m. at the latest. The company strives to, if possible, answer the questions at the meeting.

The advance questions are not questions pursuant to chapter 5, section 25 of the Limited Liability Companies Act. Questions asked by virtue of the right to request information based on the law shall be asked at the General Meeting.

Following the meeting online via video link

Shareholders have the opportunity to follow the General Meeting online via video link. Following the General Meeting by video link does not as such mean that the shareholder participates in the General Meeting and it is not possible to address the meeting or vote via video link.

In order to be able to follow the meeting via video link, the shareholder shall register to follow the video stream through this link on Tuesday 3 May 2022 at the latest. The videolink will be sent to the persons who are registered on 4 May 2022.

Privacy statement concerning the General Meeting

 

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Previous Annual General Meetings

The material can be found in Finnish here.