Notice to the Annual General Meeting of
Notice is given to the shareholders of
The reception of persons who have registered for the meeting and distribution of voting tickets will commence at the meeting venue at 14:00 (EET).
A. Matters on the Agenda of the General Meeting
The following matters will be considered at the General Meeting:
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 Report of the Board of Directors and the Auditor's Report for the year 2023
Review by the President and CEO
7. Adoption of the Financial Statements, including the adoption of the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds:
The Board of Directors proposes to the Annual General Meeting that, based on the adopted financial statements for 2023, a dividend of
The dividend shall be paid to a shareholder who is registered in the company's register of shareholders, maintained by
The Board of Directors proposes to the Annual General Meeting that the dividend be paid on
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 and the Auditor
The Shareholders' Nomination
An elected member of the Board of Directors may, at his/her discretion, choose to receive the annual fixed remuneration partly in company shares and partly in cash so that approximately 40% of the annual fixed remuneration is paid in
The Nomination Board proposes that the meeting-specific fees payable for each board meeting remain unchanged and would be as follows: for each meeting held in the home country of the respective member,
In addition, the Nomination Board proposes that the members of the audit committee and the remuneration committee would be paid a meeting-specific fee of
The travel expenses of the members of the Board of Directors are compensated in accordance with the company's travel policy.
The Board of Directors proposes, upon the proposal by the Audit Committee, that the remuneration and travel expenses for the Auditor to be elected be paid according to the Auditor's reasonable invoice.
11. Resolution on the number of members of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors would be six (6).
12. Election of members of the Board of Directors
The Nomination Board proposes that Marion Björkstén,
All candidates have given their consent to the election. All candidates are independent of the company. The candidates are also independent of
The Nomination Board recommends that Hannu Syrjälä is re-elected Chair of the Board of Directors.
The presentation of the persons nominated for the Board of Directors is available at
13. Election of the Auditor
The Board of Directors proposes, as recommended by the Board of Directors' Audit Committee, that Authorized Public Accounting firm
14. Authorization to the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the repurchase of a maximum of 732,795 shares in the company in one or several tranches by using funds in the unrestricted shareholders' equity. The own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders, if the Board of Directors deems that there are weighty financial reasons for such directed repurchase, in public trading arranged by
It is proposed that the authorization be valid until the closing of the next Annual General Meeting, however, no longer than until
15. Authorization of the Board of Directors to resolve on a share issue and an issue of special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act in one or several parts, either against payment or without payment. The aggregate number of shares to be issued, including the shares to be received based on special rights, shall not exceed 1,465,593 shares, which corresponds to approximately 10% of the current number of all shares in the company. The Board of Directors may resolve to issue either new shares or to transfer treasury shares potentially held by the company.
The new shares and the special rights referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act may be issued and transferred to the shareholders in proportion to their current shareholdings in the company or in deviation from the shareholders' pre-emptive rights by way of a directed issue if there is a weighty financial reason for the company to do so. The deviation from the shareholders' pre-emptive rights may be carried out for example in order to develop the company's capital structure, to finance or carry out acquisitions, investments or other business transactions, or to use the shares for an incentive scheme. A directed share issue may be executed without consideration only if there is an especially weighty financial reason for the company to do so, taking the interests of all its shareholders into account.
The Board of Directors is also authorized to decide on a share issue to the company itself without consideration so that the own shares held by the company after the issue does not exceed 10% of all shares in the company. The own shares held by the company and its subsidiaries shall be included in the number of shares as set out in Chapter 15 Section 11 Subsection 1 of the Finnish Limited Liability Companies Act.
The Board of Directors is authorized to decide on all other matters related to the issuance of shares and special rights.
It is proposed that the authorization be valid until the closing of the next Annual General Meeting, however, no longer than until
16. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the resolutions on the matters on the agenda of the Annual General Meeting set out above as well as this notice are available on
The minutes of the Annual General Meeting will be available on the above-mentioned website no later than
C. Instructions for the Participants in the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on
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 at the latest by 10:00 (EET) on Friday,
Such notice can be given:
a) through the notice link on the company's website www.deetee.com/ir-highlights;
b) through email to investors@deetee.com; or
c) by regular mail to
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
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.
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
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
The shareholders may participate in the Annual General Meeting and exercise their 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 their right to represent the shareholder at the Annual General Meeting. 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.
Any proxy documents should be delivered either as a scanned copy to investors@deetee.com or by mail to
As an alternative to a traditional proxy document, a shareholder may authorise a proxy representative by using the Suomi.fi e-authorisation service. The proxy representative is authorised via the Suomi.fi service at www.suomi.fi/e-authorizations (authorisation for `Representation at the General Meeting'). In the General Meeting registration service, the proxy representative must identify themselves by using strong electronic identification, after which they can register on behalf of the shareholder they represent. Strong electronic identification requires Finnish online banking credentials or a mobile certificate. For more information on e-authorisation, please see www.suomi.fi/e-authorizations.
4. Other instructions and information
Pursuant to Chapter 5 Section 25 of the Finnish Limited Liability Companies Act, a shareholder or their representative who is present at the Annual 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 to the Annual General Meeting,
Board of Directors
Further information
+358 500 449 475, hannu.martola@deetee.com
Nordea is the company's Certified Advisor under the Nasdaq First North GM rules, +358 9 5300 6774
Distribution: Nasdaq Helsinki, key media, www.deetee.com
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