Qt Group Oyj — Proxy Solicitation & Information Statement 2021

Feb 18, 2021

Notice of Qt Group PLC Annual General Meeting

Notice of Qt Group PLC Annual General Meeting

Qt Group Plc Stock exchange release 18 February 2021 at 8:10 (EET)

Notice is given to the shareholders of Qt Group Plc (“the Company”) that the
Annual General Meeting this year will be held on Tuesday, March 16, 2021 at 10
a.m. at the Company’s head office, address Bertel Jungin aukio D 3 A, 02600
Espoo, Finland. The Company’s shareholders may attend the meeting and exercise
their shareholder rights only by voting in advance and by presenting
counterproposals and questions in advance. Instructions for shareholders can be
found in section “C. Instructions for meeting participants” of this notice.
The Company’s Board of Directors has decided on the exceptional meeting practice
under the temporary act 677/2020 that entered into force on October 3, 2020. In
order to prevent the spread of the COVID-19 pandemic, the Company has decided to
take measures allowed by the temporary act so that the general meeting can be
held in a predictable manner, taking into account the health and safety of
shareholders, the Company’s personnel and other stakeholders.
Shareholders who have registered for the meeting can follow the meeting as a
live webcast and present questions or comments via a chat function during the
meeting. Questions presented during the webcast will be answered immediately
after the meeting in a separate event. The event is not part of the actual
Annual General Meeting. Instructions for watching the webcast and taking part in
the separate event will be available on the Company’s website at
https://investors.qt.io/fi/governance/general-meetings/annual-general-meeting
-2021/ on March 9, 2021 at the latest. Participation in the webcast or separate
event or presenting questions or comment via the chat function does not
constitute the shareholder’s official participation in the general meeting or
exercising a shareholder’s right to vote, question and speak at the meeting.
Correspondingly, questions presented via the chat function are not questions
presented as referred to in chapter 5, section 25 of the Limited Liability
Companies Act. Statutory questions must be presented in advance, as described
below.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1.    Opening of the meeting
2.    Calling the meeting to order
The chairperson of the meeting is attorney Juha Väyrynen. If attorney Juha
Väyrynen is not able to act as the chairperson due to a weighty reason, the
Board of Directors will appoint the person it best sees fit as the chairperson.
3.    Election of persons to scrutinize the minutes and persons to supervise the
counting of votes
The Company’s General Counsel Mika Pälsi will act as the person scrutinizing the
minutes and supervising the counting of votes.  If Mika Pälsi is not able to act
as the person scrutinizing the minutes and supervising the counting of votes due
to a weighty reason, the Board of Directors will appoint the person it best sees
fit as the person to scrutinize the minutes and 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
Shareholders who have cast their votes in advance during the advance voting
period and who are eligible to take part in the Annual General Meeting under
chapter 5, sections 6 and 6a of the Limited Liability Companies Act, are
considered to be shareholders attending the meeting. The list of votes will be
adopted according to the information provided by Euroclear Finland Oy and
Innovatics Ltd.
6.    Presentation of the financial statements, the report of the Board of
Directors and the auditor’s report for the year 2020
Presentation of the review by the President and CEO.
Because attendance at the Annual General Meeting is only possible through
advance voting, the Annual Report published by the Company on February 18, 2021,
containing the Company’s financial statements, consolidated financial statement,
report of the Board of Directors and the auditor’s report, that is available on
the Company’s website, is considered to have been presented to the Annual
General Meeting.
7.    Adoption of the financial statements and consolidated financial
statements
8.    Resolution on the use of the profit shown on the balance sheet and
authorizing the Board of Directors to decide on the distribution of dividends
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, 2020, and that the profit of EUR 4,914,872.49 for the
accounting period that ended on December 31, 2020 will be carried over to
retained earnings.
Because the Board of Directors has proposed that no dividend will be paid, a
minority dividend pursuant to chapter 13, section 7 of the Limited Liability
Companies Act is an option. The minority dividend must be distributed if it is
supported by shareholders holding a minimum of one-tenth of all shares. The
amount of the minority dividend is EUR 2,457,436.24, corresponding to one-half
of the profit for the fiscal year. A shareholder supporting the minority
dividend can vote for the minority dividend in the advance voting, and it is not
necessary to present a separate demand or counterproposal.
9.    Resolution on the discharge of the members of the Board of Directors and
the President and  CEO from liability
10.    Handling of the Remuneration report for governing bodies
The Company has prepared a remuneration report for governing bodies referred to
in chapter 7, section 7b of the Securities Markets Act, which is appended to
this notice of meeting and is also available on Qt Group Plc’s website at
https://investors.qt.io/fi/governance/general-meetings/annual-general-meeting
-2021/. Because attendance at the Annual General Meeting is only possible
through advance voting, the remuneration report published by the Company as a
stock exchange release on February 18, 2021, that is available on the Company’s
website, is considered to have been presented to the Annual General Meeting for
advisory review.
11.    Resolution on the remuneration of the members of the Board of Directors
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 2022
Annual General Meeting:
•    each member of the Board of Directors EUR 2,500 per month;
•    vice chair of the Board of Directors EUR 3,500 per month; and
•    chair of the Board of Directors EUR 5,500 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.
12.    Resolution on the number of members of the Board of Directors
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.
Shareholders representing 28.0% of the votes conferred by shares in the Company
have informed the Company in advance that they support the said proposal.
13.    Election of the members of the Board of Directors
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 Robert Ingman, Jaakko Koppinen, Mikko Marsio, Leena Saarinen, and
Tommi Uhari be elected based on their consent for a new term ending at the close
of the 2022 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://investors.qt.io/fi/governance/board-of-directors/.
Shareholders representing 28.0% of the votes conferred by shares in the Company
have informed the Company in advance that they support the said proposal.
14.    Resolution on the remuneration for the auditor
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.
15.    Authorizing the Board of Directors to decide on repurchasing the
company’s own shares and/or accepting them as collateral
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 September 16, 2022, and it replaces any earlier
authorizations on the repurchase and/or acceptance as collateral of the
company's own shares.
16.    Authorizing the Board of Directors to decide on a share issue and the
granting of special rights entitling to 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 September 16, 2022, and it replaces any earlier
authorizations on the granting of shares or special rights entitling to shares.
17.    Closing of the meeting

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://investors.qt.io/fi/governance/general-meetings/annual-general-meeting
-2021. 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 18, 2021 at the latest. A copy of the annual report will be
sent to shareholders by request.
The minutes of the Annual General Meeting will be available on the above
-mentioned website as of March 30, 2021 at the latest.

C. INSTRUCTIONS FOR MEETING PARTICIPANTS
Shareholders may attend the meeting and exercise their shareholder rights only
by voting in advance and by presenting counterproposals and questions in advance
according to the instructions below.
1.    Shareholder registered in the list of shareholders
A shareholder who is registered in the shareholder register of the Company
maintained by Euroclear Finland Oy on Thursday, March 4, 2021, 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. A shareholder can participate in the Annual
General Meeting only by voting in advance as described below.
2.    Registration and voting in advance
Registration and advance voting begin on February 23, 2021, once the deadline
for submitting counterproposals for votes has expired. A shareholder registered
in the Company’s shareholder register who wants to take part in the general
meeting by voting in advance should register for the Annual General Meeting and
vote in advance by March 9, 2021 at 10 a.m. at the latest, by which time the
registration and votes must have been received by the Company.
The requested information, such as the shareholder’s name, personal identity
code and contact details, has to be provided in conjunction with the
registration. Personal data disclosed by shareholders to Qt Group Plc or its
service provider Innovatics Oy will only be used in connection with the Annual
General Meeting and related necessary processing of registrations.
Shareholders with a Finnish book-entry account can register and vote in advance
with regard to certain items on the Annual General Meeting agenda from February
23, 2021 to March 9, 2021 at 10 a.m. as follows:
a) via the Company’s website at https://investors.qt.io
Strong authentication of the shareholder or their legal representative or agent
using Finnish or Swedish online banking credentials or a mobile certificate is
required for electronic registration and advance voting.
b) By mail or e-mail
A shareholder voting in advance by mail or e-mail should submit the advance
voting form available on the Company’s website
https://investors.qt.io/fi/governance/general-meetings/annual-general-meeting
-2021 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 agm@innovatics.fi.
If the shareholder takes part in the Annual General Meeting by submitting the
advance votes by mail or e-mail to Innovatics Oy, submitting the votes before
the expiry of the registration and advance voting deadline is considered to be
participation in the Annual General Meeting, provided that the shareholder’s
message includes the information required for registration specified in the
advance voting form.
Voting instructions are available on the Company’s website at
https://investors.qt.io/fi/governance/general-meetings/annual-general-meeting
-2021.
3.    Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their
rights at the Annual General Meeting by way of proxy representation. Also a
proxy representative authorized by the shareholder can only take part in the
meeting by voting on behalf of the shareholder in advance as described above.
The proxy representative must authenticate with the electronic registration
service and advance voting personally using strong authentication, after which
they can register and vote in advance 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 and advance voting form will be available on the
Company’s website at https://investors.qt.io/fi/governance/general
-meetings/annual-general-meeting-2021 on February 23, 2021 at the latest, once
the deadline for submitting counterproposals for voting has expired. Powers of
attorney are to be primarily sent by e-mail to agm@innovatics.fi 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 advance
voting period.
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.
4.    Holders of nominee-registered shares
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 4, 2021, 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 March 11, 2021 at 10 a.m. 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 and see to advance voting on behalf of the
nominee-registered shareholder.
5.    Other instructions/information
Shareholders holding a minimum of one-hundredth of all shares in the Company
have the right to make a counterproposal to the decision proposals included in
the agenda of the Annual General Meeting to be voted on. Such counterproposals
shall be submitted to the Company by e-mail at pr@qt.io by February 22, 2021 at
10 a.m. at the latest. The shareholders making a counterproposal shall present
an account of their holding upon submitting the counterproposal. The
counterproposal will be reviewed by the Annual General Meeting, provided that
the shareholder has the right to participate in the Annual General Meeting and
the shareholder holds a minimum of one-hundredth of all shares in the Company on
the record date of the Annual General Meeting. If the counterproposal is not
reviewed by the Annual General Meeting, any votes cast in favor of the
counterproposal will be ignored. The Company will publish any counterproposals
included in the agenda for voting on the Company’s website
https://investors.qt.io/fi/governance/general-meetings/annual-general-meeting
-2021 by February 23, 2021.
A shareholder may present questions referred to in chapter 5, section 25 of the
Limited Liability Companies Act concerning matters reviewed at the meeting until
March 2, 2021 at 4 p.m. though the electronic registration service or by e-mail
to pr@qt.io. Such shareholder questions, answers by the Company’s management and
any counterproposals not included in the agenda for voting will be available on
the Company’s website https://investors.qt.io/fi/governance/general
-meetings/annual-general-meeting-2021 on March 5, 2021 at the latest. A
prerequisite for presenting questions and counterproposals is that the
shareholder presents an adequate account of their shareholding by request.
On the day of the notice of the meeting, Qt Group Plc had a total of 24,838,456
shares and votes.

Espoo, February 18, 2021

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: