General Meeting 2024
Notice to Netum Group Plc's Annual General Meeting
The shareholders of Netum Group Plc are invited to the Annual General Meeting to be held on Wednesday, 27 March 2024, at 9:00 a.m. EET. The General Meeting will be held without a meeting venue via real-time remote access as a virtual meeting in accordance with Chapter 5, Section 16 (3) of the Finnish Limited Liability Companies Act. Instructions for participation are set out in Section C of this notice to the General Meeting.
Shareholders may also exercise their right to vote by voting in advance. Instructions for advance voting are presented in Part C of this notice to the Annual General Meeting.
Prior to the meeting, shareholders may also submit written questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on matters to be discussed at the meeting. Instructions on how to submit written questions are set out in Section C of this notice to the Annual General Meeting.
Registration and advance voting begins from 7 March 2024 10:00 a.m.
- via the following link: register and advance vote
Important dates
| 6.3.2024 at 9:00 a.m. | Notice to the Annual General Meeting |
| 7.3.2024 klo 10:00 a.m. | Registration and advance voting begins |
| 15.3.2024 | Record date of Annual General Meeting |
| 22.3.2024 klo 10:00 a.m. | Registration and advance voting ends |
| 27.3.2024 klo 9:00 a.m. | Annual General Meeting |
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 the persons to scrutinise 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, annual report and auditor's report for the year 2023
Presentation of the CEO's review.
7. Adoption of the annual accounts
The Board of Directors proposes to the General Meeting that the General Meeting approves the annual accounts.
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Board of Directors proposes to the General Meeting that no dividend will be paid for the financial year 2023.
9. Resolution on discharging 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
The Board of Directors proposes to the General Meeting that the remuneration payable to the Chairman of the Board of Directors shall be EUR 2,000 per month and to the other members EUR 1,500 per month. The Board members will be paid meeting fees for each meeting of the committees as follows: the Chairman of the committee will be paid EUR 600 for a meeting, and the other committee members EUR 400 for a meeting. In addition, the members of the Board of Directors will be paid reasonable travel expenses arising from the meetings.
Shareholders collectively representing more than 50% of all the shares and votes carried by the company's shares have notified the company that they support the proposal of the Board of Directors.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the General Meeting that the number of members of the Board of Directors be five (5).
Shareholders collectively representing more than 50% of all the shares and votes carried by the company's shares have notified the company that they support the proposal of the Board of Directors.
12. Election of members of the Board of Directors
Shareholders who in total represent more than 50% of all the shares and votes carried by the company's shares propose to the General Meeting that the current members of the Board of Directors, Repe Harmanen, Olavi Köngäs, Marja-Liisa Niinikoski, Kirsi Mettälä and Jarmo Puputti be re-elected as members of the Board of Directors for the term ending at the end of the next Annual General Meeting following their election. The proposed persons have given their consent to the election.
Information on the current members of the Board of Directors proposed for re-election is available on Netum Group Plc's website at https://www.netum.fi/en/investors/board-of-directors/
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the auditor's fees be paid according to an invoice approved by the company.
14. Election of auditor
The Board of Directors proposes to the General Meeting that audit firm Tuokko Ltd be elected as the auditor for the term ending at the end of the next Annual General Meeting following the election. Audit firm Tuokko Ltd has notified, that Tuija Siuko, APA, would be the principal auditor.
15. Authorising the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on the issuance of shares and the issuance of option rights and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act in one or more instalments, either against payment or free of charge. The number of shares to be issued may amount to a maximum of 2,000,000 shares in total, corresponding to approximately 15.6% of all the shares in the company according to the situation on the date of this notice. The authorisation entitles the Board of Directors to decide on all terms and conditions related to the issuance of shares and the issuance of option rights and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription rights.
The Board of Directors may exercise the authorisation for the purpose of carrying out acquisitions or other arrangements related to the company’s business, to implement an incentive scheme for the personnel or for other purposes determined by the Board of Directors.
The authorisation is proposed to be valid until the close of the next Annual General Meeting, but not later than 31 March 2025. The authorisation revokes the previous authorisation granted to the Board of Directors.
16. Authorising the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on the repurchase of a maximum of 500,000 of the company's own shares, in one or more instalments, using the company’s unrestricted equity. The maximum number of shares to be repurchased based on the authorisation corresponds to approximately 3.9% of all outstanding shares in the company at the date of this notice.
The shares shall be repurchased otherwise than in proportion to the shareholders' holdings (directed repurchase) in public trading on Nasdaq Helsinki Ltd at the market price prevailing at the time of repurchase or otherwise at a price formed on the market. The authorisation is proposed to be used, for example, to transfer shares in context of possible acquisitions or share-based incentive schemes or for other purposes decided by the Board of Directors, as well as to otherwise transfer shares further, hold shares by the company or cancel shares. The Board of Directors may decide on all other terms and conditions of the repurchase of the company's own shares.
The authorisation is valid until 31 March 2025 and revokes the previous unused authorisations to repurchase the company's own shares.
17. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for decisions on the agenda of the General Meeting, this notice, the financial statements, the report of the Board of Directors and the Auditor's Report are available on Netum Group Plc's website at https://www.netum.fi/en/investors/general-meeting-2024.
The Financial Statements, the Report of the Board of Directors and the Auditor's Report will be available on the company's website no later than 6 March 2024.
The minutes of the General Meeting will be available on the company's website no later than 11 April 2024.
C. INSTRUCTIONS FOR MEETING PARTICIPANTS
1. Shareholders registered in the shareholders' register
Shareholders who are registered in the company's shareholders' register maintained by Euroclear Finland Ltd on the record date of the General Meeting, 15 March 2024,are entitled to participate in the General Meeting. A shareholder, whose shares in the company are registered in their personal Finnish book-entry account, is registered in the company’s shareholders’ register.
Registration for the General Meeting will begin on 7 March 2024 at 10:00 a.m. EET. A shareholder that is registered in the company’s shareholders' register and wishes to participate in the General Meeting must register for the General Meeting no later than on 22 March 2024 at 10:00 a.m. EET, by which time the registration must be received. Registration for the General Meeting can be made:
a. Through the website at https://www.netum.fi/en/investors/general-meeting-2024/
Online registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic identification based on online banking credentials or a mobile certificate. If a legal entity uses the Suomi.fi electronic authorisation service, registration requires the authorised person to use strong electronic identification based on online banking credentials or a mobile certificate.
If a legal entity uses the Suomi.fi electronic authorisation service, the authorised person must first use strong electronic identification on Innovatics Ltd’s General Meeting service when registering for the General Meeting. After this they can choose the entity they represent at the Suomi.fi authorisation service. The authorisation may be based on electronic Suomi.fi authorisation or the right of representation entered in the Trade Register. Strong electronic authentication is based on online banking credentials or a mobile certificate.
b. By mail to Innovatics Ltd, Annual General Meeting / Netum Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi.
In connection with the registration, a shareholder is requested to give their name, date of birth or business ID, contact details, and the name and the date of birth of a possible assistant or proxy representative. Personal data disclosed by shareholders to Netum Group Plc or Innovatics Ltd will only be processed for purposes related to the General Meeting and the necessary registration procedures.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Annual General Meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholders' register maintained by Euroclear Finland Ltd on the record date of the General Meeting, 15 March 2024. The participation also requires that the shareholder is temporarily registered in the shareholders' register maintained by Euroclear Finland Ltd based on these shares at the latest 22 March 2024 by 10:00 a.m. EET. With regards to nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholdings 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 on the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting, as well as remote participation and advance voting from their custodian bank. The account management organisation of the custodian bank has to register a nominee-registered shareholder who wants to participate in the General Meeting into the temporary shareholders' register of the company at the latest by the time stated above and, if necessary, arrange advance voting on behalf of a nominee-registered shareholder before the end of the registration period for nominee-registered shareholders.
Further information is also available on the company's website at https://www.netum.fi/en/investors/general- meeting-2024/.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights at the meeting through a proxy representative. The proxy representative of a shareholder may also, if they so wish, vote in advance in the manner described in this notice.
A proxy representative shall produce a dated proxy document or otherwise, in a reliable manner, prove their right to represent the shareholder at the General Meeting.
An example of the proxy document and voting instructions will be available at the company’s website at https://www.netum.fi/en/investors/general-meeting-2024 on 7 March 2024, at the latest. When a shareholder participates in the General Meeting using 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 are requested to be delivered primarily by e-mail at agm2024@netum.fi or by letter to Netum Group Plc, Yliopistonkatu 58 B, FI-33100 Tampere, Finland before the last date for registration. In addition to submitting proxy documents, a shareholder or their proxy representative shall ensure that they have registered for the Annual General Meeting in the manner described above in this notice.
As an alternative to a traditional power of attorney, legal entities can use an electronic Suomi.fi authorisation service to authorise a proxy. A proxy representative will be appointed in the Suomi.fi service at https://www.suomi.fi/e-authorizations (authorisation matter "Representation at the General Meeting"). In the General Meeting service, the representative must identify themselves with strong electronic identification when registering, and after that, the electronic authorisation is automatically verified. Strong electronic identification is done with online banking credentials or a mobile certificate. Further information on electronic authorisation is available at https://www.suomi.fi/e-authorizations.
4. Participation instructions
Shareholders entitled to participate in the General Meeting will participate in the meeting remotely and exercise their shareholder rights in full in real time during the meeting via remote access.
During the meeting, a shareholder may present questions orally and in writing via the chat function of the meeting system. Under the conditions laid down in Chapter 5, Section 25 a of the Finnish Limited Liability Companies Act, the General Meeting may resolve on the principles by which questions submitted in writing and speeches may be combined and modified.
The remote connection to the General Meeting will be implemented through Inderes Plc's meeting system, which includes a video and audio connection to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you want to speak. It is recommended to use the latest versions of the most common browser programs in use.
The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting. It is recommended to log in to the meeting system well in advance of the start of the meeting.
More detailed information about the Annual General Meeting Service and a link to test the compatibility of a computer, smartphone or tablet with a network connection is available on the company's website at https://www.netum.fi/en/investors/general-meeting-2024/ . It is recommended that more detailed instructions for participation be read before the General Meeting begins.
5. Voting in advance
Shareholders with a Finnish book-entry account may vote in advance between 7 March 2024 at 10:00 a.m. EET and 22 March 2024 at 10:00 a.m. EET in the following ways:
a) on the company's website at https://www.netum.fi/en/investors/general- meeting-2024/
b) by mail to Innovatics Ltd, Annual General Meeting / Netum Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi
c) by sending the advance voting form available at the company’s website or corresponding information by mail to the address Innovatics Ltd, Annual General Meeting / Netum Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to agm@innovatics.fi.
Advance votes must be received by the time the advance voting ends. In addition to advance voting, a shareholder must ensure that they have registered for the General Meeting before the end of the registration period.
A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless they attend the General Meeting personally or by proxy via remote access.
For nominee-registered shareholders, advance voting takes place through the account manager. The account manager may vote in advance on behalf of the nominee-registered shareholders they represent in accordance with their voting instructions during the registration period set for nominee-registered shares.
The proposal for a resolution that is subject to an advance vote is deemed to have been presented unchanged to the General Meeting. The terms and conditions of the electronic advance voting and other instructions are available on the company's website at https://www.netum.fi/en/investors/general-meeting-2024/ .
6. Other instructions/information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information on the matters to be considered at the meeting. A shareholder may also exercise their right to ask questions in writing during the meeting. The General Meeting may, under the conditions laid down in Chapter 5, Section 25a of the Finnish Limited Liability Companies Act, decide on the principles by which questions submitted in writing can be combined and modified. A shareholder may also ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act concerning the matters to be considered at the meeting until 22 March 2024 also by email to the address agm2024@netum.fi. The company's management answers such questions in writing presented in advance at the General Meeting. In connection with asking a question, a shareholder must provide sufficient evidence of their shareholding.
Changes in shareholdings 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 at the General Meeting.
On the date of this notice, 6 March 2024, Netum Group Plc has a total of 12,786,351 shares and votes. The shares are in one series, each entitling its holder to one vote. The company holds 156,216 treasury shares which cannot be used to exercise voting rights at the General Meeting.
In Helsinki 6 March, 2024
NETUM GROUP PLC
Board of Directors
For further information, please contact:
Matti Mujunen, CEO
Tel: +358 40 047 6401
This Notice of the General Meeting is a translation of the original Finnish version. In case of doubt, the original Finnish version, not the translation, of the Notice of the General Meeting applies.