AGM Information • Feb 25, 2021
AGM Information
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Altia Plc: Notice of the Annual General Meeting 2021
Altia Plc Stock Exchange Release 25 February 2021 8:35 am EET
Altia Plc: Notice of the Annual General Meeting 2021
Notice is given to the shareholders of Altia Plc of the Annual General Meeting
to be held on Friday, 19 March 2021 at 1p.m. at Altia’s head office,
Kaapeliaukio 1, 00180, Helsinki, Finland.
The shareholders of the company can only participate in the meeting and exercise
their shareholder’s rights by voting in advance as well as by submitting
counterproposals and asking questions in advance. It is not possible to attend
the meeting in person. Instructions for shareholders are provided in section C
of this notice (Instructions for the participants in the Annual General
Meeting).
The management of the company will not participate in the Annual General
Meeting. The company will publish presentations by the Chairman of the Board of
Directors and the CEO on its website on or about 4 March 2021.
The Board of Directors of the company has resolved on extraordinary meeting
procedures pursuant to temporary legislation (667/2020) that entered into force
on 3 October 2020. In order to prevent the spread of the Covid-19 pandemic, the
Annual General Meeting will be held without shareholders’ and their proxy
representatives’ presence at the venue of the meeting. This is necessary in
order to ensure the health and safety of the company’s shareholders, personnel
and other stakeholders and in order to hold the meeting in a predictable manner
so that shareholders have equal opportunities to participate, whilst ensuring
compliance with the restrictions imposed by the authorities, as in force from
time to time.
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
Attorney-at-law Mikko Heinonen will act as the Chairperson of the meeting. In
the event Mikko Heinonen is prevented for a weighty reason from acting as the
Chairperson, the Board of Directors will appoint the person it deems most
suitable to act as the Chairperson.
The company’s General Counsel Thomas Heinonen will scrutinize the minutes and
supervise the counting of votes. In the event Thomas Heinonen is prevented for a
weighty reason from scrutinizing the minutes and supervising the counting of
votes, the Board of Directors will appoint the person it deems most suitable to
scrutinize the minutes and supervise the counting of votes.
Shareholders who have voted in advance within the advance voting period and who
are entitled to participate in the Annual General Meeting in accordance with
Chapter 5, Sections 6 and 6 a of the Finnish Companies Act shall 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
Ltd.
Since the Annual General Meeting may only be attended by voting in advance, the
company's 2020 annual report, including the financial statements of the company,
the report of the Board of Directors and the auditor's report, which has been
published on 25 February 2021 and is available on the company's website at
www.altiagroup.com/investors, is deemed to have been presented to the Annual
General Meeting.
According to the Financial Statements on 31 December 2020, the parent company’s
distributable funds amount to EUR 87 630 619.27, including profit for the period
of EUR 5 873 094.86.
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.35 per share be paid for the financial year 2020. The dividend will be
paid to a shareholder registered in the shareholders’ register held by Euroclear
Finland Oy on the record date of the payment, i.e. 23 March 2021. The Board of
Directors proposes that the dividend be paid on 30 March 2021.
In addition to the above dividend payable for the financial year 2020, the Board
of Directors proposes in agenda item 16 of this notice to renew the
authorisation of the Board of Directors to resolve on an extra dividend granted
by Altia Plc’s Extraordinary General Meeting held on 12 November 2020.
The Board of Directors proposes to the Annual General Meeting that the
Remuneration Report of the governing bodies be adopted.
Since the Annual General Meeting may only be attended by voting in advance, the
Remuneration Report, which has been published on 25 February 2021 and is
available on the company’s website at www.altiagroup.com/investors, is deemed to
have been presented to the Annual General Meeting.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the remuneration to be paid to the members of the Board of Directors during the
next term would consist of a monthly term of office fee as follows:
- EUR 4 000 per month, Chairman
- EUR 2 500 per month, Vice Chairman
- EUR 2 000 per month, member
In addition to the monthly fee, the Board members would receive a meeting fee
for the Board of Directors and Board Committee meetings of EUR 600 per meeting
for Board members residing in Finland and EUR 1 200 per meeting for Board
members residing abroad. Travel expenses would be reimbursed in accordance with
the company’s travel policy.
The proposals by the Nomination Board concern the term of office of the Board of
Directors of Altia Plc that ends on the closing date of the merger of Altia Plc
and Arcus ASA, however no later than by the end of Altia Plc’s 2022 Annual
General Meeting.
Altia Plc’s Extraordinary General Meeting held on 12 November 2020 approved the
merger of Altia and Arcus ASA in accordance with the merger plan approved by the
Board of Directors of Altia and Arcus on 29 September 2020, including the number
of members, the composition and remuneration of the Board of Directors of the
combined company.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the number of members of the Board of Directors would be seven (7).
The Shareholders’ Nomination Board proposes that the present members of the
Board of Directors Jukka Leinonen, Tiina Lencioni, Jyrki Mäki-Kala, Jukka
Ohtola, Anette Rosengren, Torsten Steenholt and Sanna Suvanto-Harsaae would be
re-elected as members of the Board of Directors.
The term for the members of the Board of Directors ends on the closing date of
the merger of Altia Plc and Arcus ASA, however no later than by the end of Altia
Plc’s 2022 Annual General Meeting. All of the proposed members of the Board of
Directors have been determined to be independent of the company. Furthermore,
the proposed members of the Board of Directors, with the exception of Jukka
Ohtola, have been determined to be independent of the company’s major
shareholders. Jukka Ohtola holds an office in the Ownership Steering Department
of the Finnish Prime Minister’s Office and is therefore not independent of the
company’s major shareholders.
Further, the Shareholders’ Nomination Board proposes that Sanna Suvanto-Harsaae
would be elected as Chairman and Jyrki Mäki-Kala as Vice Chairman of the Board
of Directors.
The CV’s of all persons proposed as members of the Board of Directors are
available on the company’s website at www.altiagroup.com/investors.
Altia Plc’s Extraordinary General Meeting held on 12 November 2020 approved the
merger of Altia and Arcus ASA in accordance with the merger plan approved by the
Board of Directors of Altia and Arcus on 29 September 2020, including the number
of members, the composition and remuneration of the Board of Directors of the
combined company. The term for the members of the Board of Directors
conditionally elected to the Board of Directors at the Extraordinary General
Meeting held on 12 November 2020 commences on the closing date of the merger and
expires at the end of the Annual General Meeting of the combined company held in
2022.
Upon the recommendation of the Audit Committee, the Board of Directors proposes
to the Annual General Meeting that the auditor’s fees be paid against an invoice
approved by the company.
Upon the recommendation of the Audit Committee, the Board of Directors proposes
to the Annual General Meeting, that PricewaterhouseCoopers Oy be re-elected as
the company’s auditor for a term that ends at the close of the next Annual
General Meeting. PricewaterhouseCoopers Oy has informed the company that
Authorized Public Accountant Ylva Eriksson would continue as the auditor in
charge.
Further to the dividend payable for the financial year 2020, as proposed by the
Board of Directors in agenda item 8 of this notice, the Board of Directors
proposes that the Annual General Meeting renew the Board of Directors’
authorisation to resolve on an extra dividend granted by Altia Plc’s
Extraordinary General Meeting held on 12 November 2020.
In connection with the resolution to approve the merger between Altia Plc and
Arcus ASA, Altia Plc’s Extraordinary General Meeting held on 12 November 2020
authorized the Board of Directors to resolve on the payment of an extra
dividend, in one or several instalments, in the maximum total amount of EUR 0.40
per share (representing approximately EUR 14.5 million) to the shareholders of
the company prior to the registration of the execution of the merger between
Altia Plc and Arcus ASA. This authorization granted by the Extraordinary General
Meeting is valid until the Annual General Meeting to be held in 2021 and the
Board of Directors has not at the date of this notice resolved on the payment of
the extra dividend.
Thus, as the above mentioned authorization would otherwise expire at the Annual
General Meeting, the Board of Directors proposes to the Annual General Meeting
that the Board of Directors’ authorization be renewed so that the Board of
Directors would be authorized to resolve on the payment of an extra dividend in
the same amount and on the same terms and conditions as in the authorization
granted by the Extraordinary General Meeting held on 12 November 2020.
For the sake of clarity, this authorization would replace the corresponding
authorization granted by the Extraordinary General Meeting held on 12 November
2020 and it is in addition to the dividend of EUR 0.35 per share to be paid for
the financial year 2020 as mentioned in agenda item 8.
B. Documents of the Annual General Meeting
The proposals for resolutions on the matters on the agenda of the Annual General
Meeting and this notice are available on Altia Plc’s website at
www.altiagroup.com/investors. The Annual Report of Altia Plc, which includes the
company’s Financial Statements, the Report of the Board of Directors and the
Auditor’s Report is, together with the Remuneration Report and the Remuneration
Policy adopted by the 2020 Annual General Meeting, available on the above
-mentioned website. In addition, the company’s Sustainability Report is also
available on the above-mentioned website as part of the Annual Report. The
minutes of the Annual General Meeting will be available on the above-mentioned
website as of 2 April 2021 at the latest.
C. Instructions for the participants in the Annual General Meeting
In order to prevent the spread of the Covid-19 pandemic, the Annual General
Meeting will be arranged so that a shareholder or his/her proxy representative
may not be present at the venue of the meeting. There will be no live webcast
from the meeting and no recording of the meeting will be published. The
shareholders and their proxy representatives can participate in the meeting and
exercise the shareholder’s rights only by voting in advance and by submitting
counterproposals and asking questions in advance in accordance with the
instructions set out below and other instructions provided by the company.
Each shareholder, who is registered on the record date of the Annual General
Meeting, on 9 March 2021, in the shareholders’ register of the company held by
Euroclear Finland Oy, has the right to participate in the Annual 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.
Shareholders can participate in the meeting and use their shareholder’s rights
only by voting in advance or through a proxy representative as described below.
The registration and advance voting will begin on 3 March 2021 at 4:00 p.m.,
when the deadline for submitting counterproposals to be put to a vote has
expired. 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 and vote in advance no later than on 15 March 2021 at
4:00 p.m. by which time the registration and votes must be received.
Registration to the Annual General Meeting without submitting advance votes will
not be considered as participation in the Annual General Meeting.
In connection with the registration, a shareholder shall notify the requested
information such as, his/her name, personal/business ID, email address or
telephone number, as well as the name of a possible proxy representative or
legal representative, and the personal ID of the proxy representative or legal
representative. The personal data given by the shareholders or the
representatives to Innovatics Ltd and the company is used only in connection
with the Annual General Meeting and with the processing of necessary related
registrations. For further information on how Altia Plc processes personal data,
please review Altia Plc’s privacy notice regarding the Annual General Meeting,
which is available at www.altiagroup.com/investors.
A shareholder who has a Finnish book-entry account can register and vote in
advance on certain items on the agenda of the Annual General Meeting during the
period beginning on 3 March 2021 at 4:00 p.m. and ending on 15 March 2021at 4:00
p.m. in the following manners:
a) at the company’s website www.altiagroup.com/investors
The Finnish personal identity code or business ID of the shareholder as well as
strong identification with Finnish banking codes or mobile ID by the shareholder
or the proxy representative is needed for electronic registration and advance
voting. The terms and other instructions concerning the electronic voting are
available on the company’s website www.altiagroup.com/investors.
b) by post or email
A shareholder may submit the advance voting form available on the company's
website at www.altiagroup.com/investors on 3 March 2021 at 4:00 p.m. or
corresponding information by mail to Innovatics Ltd to the address Innovatics
Oy, AGM/Altia Plc, Ratamestarinkatu 13 A, 00520 Helsinki or by email to
[email protected]. If a shareholder participates in the Annual General Meeting
by submitting advance votes by mail or email to Innovatics Ltd, the submission
of votes before the due date of the registration period and advance voting
constitutes due registration for the Annual General Meeting provided that the
aforementioned information required for the registration is received before the
end of the advance voting period.
The advance voting instructions will be available on the company’s website at
www.altiagroup.com/investors before the advance voting begins. Additional
information is also available during the registration period by telephone from
the number +358 10 2818 909 from Monday to Friday 9:00 a.m. to 12:00 noon and
1:00 p.m. to 4:00 p.m.
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. The proxy representative
is also required to vote in advance in the manner instructed in this notice.
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
Annual General Meeting. The representation right can also be demonstrated by
using the suomi.fi authorisation service available in the electronic
registration service. 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.
A power of attorney template and voting instructions will be available on the
company’s website at www.altiagroup.com/investors by 3 March 2021 at 4:00 p.m.
at the latest. Possible proxy documents are to be delivered primarily as an
attachment in connection with the registration and advance voting or
alternatively by email to [email protected] or as originals by mail to the
address Innovatics Oy, AGM/Altia Plc, Ratamestarinkatu 13 A, 00520 Helsinki. The
proxy documents must be received before the end of the advance voting period on
15 March 2021 at 4:00 p.m.
Proxy representatives must register and vote in advance on behalf of a
shareholder, and he/she can submit counterproposals and ask questions in the
manner instructed in the notice. Delivery of proxy documents and advance votes
by the due date for the registration and advance voting constitutes due
registration for the Annual General Meeting, provided that the aforementioned
information required for the registration is included in the documents.
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 on the record
date of the Annual General Meeting, i.e. on 9 March 2021, would be entitled to
be registered in the shareholders’ register of the company maintained by
Euroclear Finland Oy. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder has, on the basis of such shares,
been temporarily registered in the shareholders’ register maintained by
Euroclear Finland Oy at the latest on 16 March 2021 at 10:00 a.m. (Finnish
time). This constitutes due registration for the Annual General Meeting with
regard to nominee-registered shares.
A holder of nominee-registered shares is advised to request without delay the
necessary instructions regarding the temporary registration in the shareholders’
register of the company, the issuing of proxy documents and the registration for
the Annual General Meeting from his/her custodian bank. The account management
organization of the custodian bank must temporarily register a holder of nominee
-registered shares who wishes to participate in the Annual General Meeting in
the shareholders’ register of the company at the latest by the deadline stated
above, and see to the voting in advance on behalf of a holder of nominee
registered shares before the due date for the registration.
Shareholders who hold at least one hundredth of all the shares in the company
have the right to submit counterproposals concerning the matters on the agenda
of the Annual General Meeting to be placed for a vote. Such counterproposals
shall be delivered to the company by email to [email protected]
by 2 March 2021 at 4:00 p.m. at the latest. The shareholders shall in connection
with the counterproposal present a statement of their shareholding. The
counterproposal is admissible for consideration at the Annual General Meeting if
the shareholders who have made the counterproposal have the right to attend the
Annual General Meeting and on the record date of the Annual General Meeting
represent at least one hundredth of all shares in the company. If a
counterproposal will not be taken up for consideration at the Annual General
Meeting, the votes given in favor of the counterproposal will not be taken into
account. The company will publish possible counterproposals to be put to a vote
on the company’s website at www.altiagroup.com/investors by 3 March 2021 at 4:00
p.m. at the latest.
A shareholder has the right to pose questions with respect to the matters to be
considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish
Companies Act in connection with the electronic voting no later than 8 March
2021 at 2:00 p.m. or by email to [email protected]. The company
will publish such questions by shareholders, responses to such questions by the
company’s management as well as other counterproposals than those put up to a
vote on the company’s website at www.altiagroup.com/investors by 11 March 2021
at the latest. As a prerequisite for presenting questions or counterproposals, a
shareholder must present sufficient evidence to the company of his/her
shareholdings.
Changes in the 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.
On the date of this notice, the total number of shares in the company and votes
represented by such shares is 36 140 485 shares and votes.
In Helsinki, 24 February 2021
ALTIA PLC
The Board of Directors
Contacts:
Analysts and investors: Tua Stenius-Örnhjelm, Investor Relations, tel. +358 40
748 8864
Media: Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867
Distribution:
Nasdaq Helsinki Ltd
Principal media
www.altiagroup.com
Altia is a leading Nordic alcoholic beverage brand company operating in the
wines and spirits markets in the Nordic and Baltic countries. Altia wants
to support a development of a modern, responsible Nordic drinking
culture. Altia’s flagship brands are Koskenkorva, O.P. Anderson and Larsen.
Other iconic Nordic brands are Chill Out, Blossa, Xanté, Jaloviina, Leijona,
Explorer and Grönstedts. Altia’s net sales in 2020 were EUR 342.4 million and
the company employs about 650 professionals. Altia’s shares are listed on Nasdaq
Helsinki. www.altiagroup.com (https://emea01.safelinks.protection.outlook.com/?u
rl=http%3A%2F%2Fwww.altiagroup.com%2F&data=02%7C01%7Ctua.stenius
-ornhjelm%40altiacorporation.com%7C2585bdb59e634e3166bb08d68cc5cb74%7Cc32b30ff587
14a7da29e6f63e6b0ebfd%7C0%7C1%7C636851178498173052&sdata=ieSBZyTDawyVcCqpF1RCYITo
I%2Bk%2FEosQeClTugAvHBM%3D&reserved=0).
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