Helsinki, Finland, 2016-11-03 08:00 CET (GLOBE NEWSWIRE) --
Norvestia Oyj Stock Exchange Release 3 November 2016 at 9:00
NOTICE TO THE EXTRAORDINARY GENERAL MEETING
Notice is given to the shareholders of Norvestia Oyj to the Extraordinary General Meeting to be held on Thursday 8 December 2016 at 14:00 in G18 Ballroom, Yrjönkatu 18, 00120 Helsinki, Finland. The reception of participants who have registered for the meeting and distribution of the voting tickets will commence at 13:00.
A. Matters on the agenda of the Extraordinary General Meeting
At the Extraordinary General Meeting the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm 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. Proposal on distribution of an extra dividend
The Board of Directors proposes to the Extraordinary General Meeting that an extra dividend of EUR 3.35 per share be distributed based on the approved and audited financial statements for the financial year 1 January - 31 December 2015, (thus the total amount being appr. EUR 51.3 million) on the condition that
(A) all conditions of CapMan Plc’s voluntary exchange offer, published 3 November 2016, concerning Norvestia Oyj’s shares are fulfilled (or their fulfilment has been waived); and
(B) the dividend record date determining the shareholders who are entitled to dividend is before the completion trades of CapMan Plc’s voluntary exchange offer.
The Board of Directors also proposes to the Extraordinary General Meeting that the Board of Directors resolves, if all abovementioned terms and conditions are fulfilled and according to them, on the exact record date and the dividend payment date and other required measures. The intention is that the record date would be, according to the schedule for the completion of the voluntary exchange offer, two (2) banking days after the abovementioned condition in section (A) has been fulfilled.
Before the Board of Directors implements the resolution of the Extraordinary General Meeting, the Board of Directors must, in accordance with the Finnish Companies Act, assess whether the company’s solvency and/or financial position has changed after the resolution of the Extraordinary General Meeting so that the requirements for dividend distribution in the Finnish Companies Act are no longer fulfilled. It is a prerequisite for the implementation of the resolution of the Extraordinary General Meeting that the requirements in the Finnish Companies Act are fulfilled.
The Board of Directors proposes that the resolution and authorisation are effective until the beginning of the next Annual General Meeting.
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The abovementioned decision proposal relating to the agenda of the Extraordinary General Meeting and this notice are available on Norvestia Oyj’s website at www.norvestia.fi/agm. Other documents referred to in the Finnish Companies Act are available on the abovementioned website. The decision proposals and other abovementioned documents are also available at the meeting and copies of them as well as of this notice will be sent to shareholders upon request. Minutes of the Extraordinary General Meeting will be available on the abovementioned website as from 22 December 2016 at the latest.
C. Instructions for the participants in the Extraordinary General Meeting
1. The right to participate of a shareholder registered in the Register of Shareholders and registration
A shareholder, who is registered on the record date 25 November 2016 of the Extraordinary General Meeting in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company. Changes in the ownership of shares that have occurred after the record date do not affect the right to participate in the Extraordinary General Meeting or the number of votes of the shareholder.
A shareholder, who wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than 5 December 2016 at 16:00 by giving a prior notice of participation. The notice has to be received before the end of the registration period. Such notice can be given:
a) by email: info@norvestia.fi;
b) by telephone to: +358 9 6226 380 Monday-Friday 9:00-16:00 (Finnish time);
c) by fax to: +358 9 622 2080;
d) by letter to: Norvestia Oyj, Pohjoisesplanadi 35 E, 00100 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number, the name of a possible assistant and the name and the personal identification number of a possible proxy representative. The personal data given to Norvestia Oyj is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.
A shareholder, his/her authorized representative or proxy representative shall at the meeting be able to prove his/her identity and/or right of representation if necessary.
2. Holders of nominee registered shares and registration
A holder of nominee-registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the meeting 25 November 2016 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest by 5 December 2016 at 10:00. A holder of nominee-registered shares is regarded as being registered for the Extraordinary General Meeting if he/she has been, as mentioned above, temporarily registered into the shareholders’ register.
A holder of nominee-registered shares is advised to request the necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the Extraordinary 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 Extraordinary General Meeting, to be entered in the temporary shareholders’ register of the company at the latest by the time stated above.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by a way of proxy representation. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the meeting. A proxy representative of a shareholder shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting.
Possible proxy documents are requested to be delivered in originals to Norvestia Oyj, Pohjoisesplanadi 35 E, 00100 Helsinki, Finland before the end of the registration period.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters considered at the meeting.
On the date of this notice 3 November 2016, the total number of shares and votes in Norvestia Oyj is 15,316,560.
Helsinki, 3 November 2016
NORVESTIA OYJ
Board of Directors
Further information:
Juha Kasanen, Managing Director
+358 9 6226 380
DISTRIBUTION
Nasdaq Helsinki
Main media
www.norvestia.fi