AGM Information • Feb 28, 2025
AGM Information
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Notice of Qt Group Plc's Annual General Meeting
Qt Group Plc, Stock exchange release, February 28, 2025, at 8:05AM EET
Notice is given to the shareholders of Qt Group Plc (“the Company”) that the
Annual General Meeting this year will be held on Wednesday, April 9, 2025, at 10
a.m. EEST at the Latva hall in Pikku-Finlandia, address Karamzininranta 4, 00100
Helsinki. Finland. The reception of persons who have registered for the meeting
and distribution of voting tickets will commence at 9:00 a.m. EEST.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
Presentation of the review by the President and CEO.
The Board of Directors proposes to the Annual General Meeting that no dividend
will be paid based on the balance sheet adopted for the accounting period that
ended on December 31, 2024. The net profit for the financial year was EUR 0.00.
The Company has prepared a remuneration report for governing bodies, which is
appended to this notice of meeting and is also available on Qt Group Plc's
website at https://www.qt.io/investors/governance/general-meetings/annual
-general-meeting-2025.
The Compensation and Nomination Committee of the Board of Directors proposes to
the Annual General Meeting that the elected members of the Board of Directors be
paid the following compensation for the term ending at the close of the 2026
Annual General Meeting:
· each member of the Board of Directors EUR 3,000 per month;
· vice chair of the Board of Directors EUR 4,000 per month; and
· chair of the Board of Directors EUR 6,000 per month.
In addition, the chairs of the Board committees will be paid a meeting fee of
EUR 1,000 per committee meeting and each Board member a meeting fee of EUR 500
per Board meeting and Board committee meeting.
In addition to the above compensation, it is proposed that standard and
reasonable costs resulting from work on the Board of Directors will be
reimbursed against invoice.
The Compensation and Nomination Committee of the Board of Directors proposes to
the Annual General Meeting that five members of the Board of Directors be
elected.
The Compensation and Nomination Committee of the Board of Directors proposes to
the Annual General Meeting that the current members of the Company's Board of
Directors Elina Anckar, Marika Auramo, Matti Heikkonen, Robert Ingman and Mikko
Marsio are re-elected based on their consent for a new term ending at the close
of the 2026 Annual General Meeting.
The proposed members of the Board of Directors with assessments of their
independence are presented on the Company's website at
https://www.qt.io/investors/governance/general-meetings/annual-general-meeting
-2025.
The Audit Committee of the Board of Directors proposes to the Annual General
Meeting that the remuneration for the auditor be paid according to reasonable
invoice submitted by the auditor.
The Audit Committee proposes to the Annual General Meeting that KPMG Oy Ab,
Authorised Public Accountants, serves as the auditor of the company, with
Authorised Public Accountant Jonne Ahokas as the principal auditor.
KPMG Oy AB has served as company's auditor since the financial year 2015 for the
maximum period of ten years stipulated in the Auditing Act for an auditor's term
of office.
The company has conducted a tender process for the auditor in accordance with
Chapter 5, Section 2 of the European Union Auditing Act and Articles 16(2)-(5)
of the Audit Regulation.
The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorize the Board of Directors to decide on the repurchase
and/or acceptance as collateral of a maximum of 2,000,000 of the Company's own
shares by using funds in the unrestricted shareholders' equity reserve.
According to the proposal, the Board will decide on how these shares are to be
purchased. The shares may be repurchased or accepted as collateral in a
proportion other than that of the shares held by the current shareholders
(directed repurchase and/or acceptance as collateral). The authorization also
includes the acquisition of shares through public trading organized by Nasdaq
Helsinki Ltd in accordance with its and Euroclear Finland Ltd's rules and
instructions, or through offers made to shareholders.
Shares may be acquired or accepted as collateral in order to improve the
company's capital structure, to finance or carry out acquisitions or other
arrangements, to implement share-based incentive schemes, to be transferred for
other purposes, or to be cancelled.
The shares shall be repurchased for a price based on the fair value quoted in
public trading. The authorization is valid for 18 months from the issue date of
the authorization, i.e. until October 9, 2026, and it replaces any earlier
authorizations on the repurchase and/or acceptance as collateral of the
company's own shares.
The Board of Directors proposes to the Annual General Meeting that the general
meeting authorize the Board to decide on a share issue and the granting of
special rights pursuant to chapter 10, section 1 of the Limited Liability
Companies Act, subject to or free of charge, in one or several tranches on the
following terms.
The maximum total number of shares to be issued by virtue of the authorization
is 2,000,000. The authorisation concerns both the issuance of new shares as well
as the transfer of treasury shares. By virtue of the authorization, the Board of
Directors is entitled to decide on share issues and the granting of special
rights waiving the pre-emptive subscription rights of the shareholders (directed
issue).
The authorization may be used in order to finance or carry out acquisitions or
other arrangements, to carry out the company's share-based incentive schemes and
to improve the capital structure of the company, or for other purposes decided
by the Board of Directors.
The authorization includes the Board of Directors' right to decide on all terms
relating to the share issue and granting of special rights including the
subscription price, its payment, and its entry into the company's balance sheet.
The authorization is valid for 18 months from the issue date of the
authorization, i.e. until October 9, 2026, and it replaces any earlier
authorizations on the granting of shares or special rights entitling to shares.
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
This notice of meeting including all proposals on the agenda of the Annual
General Meeting is available on Qt Group Plc's website at
https://www.qt.io/investors/governance/general-meetings/annual-general-meeting
-2025. Qt Group Plc's annual report, including the Company's financial
statements, consolidated financial statements, report of the Board of Directors
and auditor's report and remuneration report will be available on the said
website on February 28, 2025, at the latest. The proposals and the above
-mentioned documents are also available at the meeting.
The minutes of the Annual General Meeting will be available on the above
-mentioned website as of April 13, 2025, at the latest.
C. INSTRUCTIONS FOR MEETING PARTICIPANTS
A shareholder who is registered in the shareholder register of the Company
maintained by Euroclear Finland Oy on March 28, 2025, has the right to
participate in the Annual General Meeting. A shareholder whose shares are
registered in their personal Finnish book-entry account is registered in the
shareholder register of the Company. Changes in the number of held shares after
the record date of the Annual General Meeting shall not have an effect on the
right to participate in the meeting nor on the number of votes held by a
shareholder in the meeting.
Registration begins on March 3, 2025, at 10 a.m. EET. A shareholder registered
in the Company's shareholder register who wants to take part in the general
meeting should register for the Annual General Meeting by March 31, 2025, at 10
a.m. EEST at the latest, by which time the registration must have been received.
The requested information, such as the shareholder's name, date of birth or
company identification number, address, telephone number, the name of the
possible assistant and the name, date of birth, email address and/or phone
number of the proxy representative, or statutory representative, has to be
provided in conjunction with the registration. Personal data disclosed will only
be used in connection with the Annual General Meeting and the related necessary
processing of registrations.
Shareholders with a Finnish book-entry account can register from March 3, 2025,
at 10 a.m. EET to March 31, 2025, at 10 a.m. EEST as follows:
a) via the Company's website at https://www.qt.io/investors/governance/general
-meetings/annual-general-meeting-2025.
Strong authentication of the shareholder or their legal representative or agent
using Finnish, Swedish or Danish online banking credentials or a mobile
certificate is required for electronic registration.
b) By mail or e-mail
A shareholder registering by mail or e-mail should submit the registration form
available on the Company's website or corresponding information to Innovatics Oy
by mail at Innovatics Oy, Yhtiökokous / Qt Group Oyj, Ratamestarinkatu 13 A,
00520 Helsinki or by e-mail to [email protected].
c) by telephone at +358 10 2818 909, weekdays between 9.00 am-12 noon Finnish
time and 13.00-16.00 Finnish time
Shareholder, proxy representative, or statutory representative shall, where
necessary, be able to prove his/her identity and/or right of representation at
the meeting.
Further information on registering is available by telephone at +358 10 2818
909, weekdays between 9.00 am-12 noon Finnish time and 13.00-16.00 Finnish time
/Innovatics Oy.
A shareholder may participate in the Annual General Meeting and exercise their
rights at the Annual General Meeting by way of proxy representation. The proxy
representative must authenticate with the electronic registration service
personally using strong authentication, after which they can register on behalf
of the shareholder they represent. The proxy representative must present a dated
power of attorney or in another reliable way prove that they are authorized to
represent the shareholder. Statutory right of representation can be proven by
using the suomi.fi authorizations service available in the electronic
registration service.
If a shareholder takes part in the Annual General Meeting through several proxy
representatives representing the shareholder based on shares on different book
-entry accounts, the shares based on which each proxy representative represents
the shareholder must be reported in conjunction with registration.
The power of attorney template will be available on the Company's website at
https://www.qt.io/investors/governance/general-meetings/annual-general-meeting
-2025. Powers of attorney are to be primarily sent as an attachment in
conjunction with the registration or alternatively sent by e-mail attachment to
[email protected] or mailed or delivered as original copies to Innovatics Oy,
Yhtiökokous / Qt Group Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland
before the expiry of the registration period.
In addition to the delivery of proxy authorization documents, the shareholder or
his/her proxy representative must take care of registering for the Annual
General Meeting as described above in this notice. Submitting a power of
attorney to the Company prior to the expiry of the registration period is
considered to be registration for the Annual General Meeting, provided that it
includes the information required for registration mentioned above.
Holders of nominee-registered shares have the right to take part in the Annual
General Meeting by virtue of shares, based on which he/she on the record date of
the Annual General Meeting, March 28, 2025, would be entitled to be registered
in the shareholder register of the Company held by Euroclear Finland Oy. The
right to participate in the Annual General Meeting requires, in addition, that
the shareholder has been temporarily registered into the shareholder register
held by Euroclear Finland Oy no later than on April 4, 2025, at 10:00 a.m. EEST
on the basis of such shares. With regard to nominee-registered shares, this
constitutes registration for the Annual 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
register of the Company, the issuing of proxy documents and registration for the
Annual General Meeting from their custodian bank. The account management
organization of the custodian bank has to register the holder of nominee
-registered shares into the temporary shareholders' register of the Company at
the latest by the time stated above on behalf of the nominee-registered
shareholder.
On the day of the notice of the meeting, February 28, 2025, Qt Group Plc had a
total of 25,470,211 shares and votes.
The Annual General Meeting will be held in Finnish.
A shareholder present at the meeting may present questions referred to in
chapter 5, section 25 of the Limited Liability Companies Act.
Espoo, February 28, 2025
QT GROUP PLC
Board of Directors
Additional information:
General Counsel Mika Pälsi,
Tel. +358 9 8861 8040
Distribution:
Nasdaq Helsinki Oy
Key media
www.qt.io
Attachments:
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