DNA PLC STOCK EXCHANGE RELEASE 1 FEBRUARY 2019 12:00 noon (EET)
The shareholders of DNA Plc are invited to the Annual General Meeting, which will be held on 28 March 2019 at 1.00 pm, in the Veranda hall at Finlandia Hall, Mannerheimintie 13 e, Helsinki. The reception of shareholders who have registered for the meeting and the distribution of voting slips will commence at 12 noon. Coffee will be served after the meeting.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and supervise the counting of votes
4. Declaration of validity of the meeting
5. Recording the attendance and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the Auditor's Report for 2018
- Review by DNA's CEO
7. Adoption of the financial statements
8. Use of distributable funds shown on the balance sheet
- It is noted that DNA Plc's distributable funds in the financial statements amounted to EUR 153,757,726.37 of which the result for the financial year came to EUR 89,225,172.49.
The Board of Directors proposes to the Annual General meeting that a dividend of EUR 0,70 per share and an extra dividend of EUR 0,40 per share be distributed.
The proposed dividend and the extra dividend, in total of EUR 1,10 per share correspond with a 6.4 per cent dividend yield in accordance with the closing price of 31December 2018. The total amount of dividend distributed in accordance with the number of shares of 31 December 2019 amounts to EUR 145.3 million. The Board of Directors proposes that the remaining share of distributable funds be retained in the non-restricted equity.
According to the proposal, the dividend will be paid to shareholders registered in the company's shareholder register held by Euroclear Finland Ltd on the dividend record date of 1 April 2019. It is proposed that the dividend be paid on 10 April 2019.
9. Discharging the members of the Board of Directors and the CEO from liability
10.Chairman of the Human Resources Committee's review into the Group's salary and remuneration policy
11. Resolution on the remuneration of the members of the Board of Directors
- The Shareholders' Nomination Committee proposes that the remuneration of the Board of Directors remain unchanged.
The Nomination Committee proposes that the Chairman of the Board be paid annual remuneration of EUR 144,000 and the members EUR 48,000. It is proposed that the meeting fee paid for Board meetings be EUR 1,050 per meeting. The proposed meeting fee per meeting of the Board's permanent committees is EUR 1,050 for the committee chairs and EUR 525 for each committee member.
The Nomination Committee recommends that each member of the Board annually spend at least 40 per cent of their annual remuneration, net of withholding tax, for the purchase of the company's shares until the value of their shareholding corresponds to the gross amount of the annual remuneration.
The decisions and guidelines of the tax administration apply to the remuneration of any travel expenses.
12. Resolution on the number of members of the Board of Directors
- The Shareholders' Nomination Committee proposes that the number of Board members be seven (7).
13. Election of the members of the Board of Directors
- The Shareholders' Nomination Committee proposes the re-election of the current Board members Pertti Korhonen, Anu Nissinen, Tero Ojanperä, Jukka Ottela and Kirsi Sormunen. The Nomination Committee proposes the election of Ted Roberts and Anni Ronkainen as new Board members.
Furthermore, the Nomination Committee proposes that Pertti Korhonen continue as the Chairman of the Board of Directors.
Background information on the proposed members of the Board is available online at: www.dna.fi/agm
14. Resolution on the remuneration of the auditor
- The Board of Directors proposes that the auditor be reimbursed as per the invoice approved by the company.
15. Election of the auditor
-The Board of Directors proposes that Authorised Public Accountants Ernst & Young Oy be elected as the company's auditor for the financial year 2019. Ernst & Young Oy has announced that APA Terhi Mäkinen would act as the principal auditor.
16. The Board's share purchase authorisation
- The Board of Directors proposes that the Board be authorised to decide to repurchase or accept as pledge up to 4,000,000 own shares of the company using the company's unrestricted shareholders' equity. The purchase can take place on one or more occasions. The purchase price of the shares is the market price paid for the share at the time of the purchase in trading on a regulated market. Own shares may be repurchased through conventional derivatives, stock lending agreements or other agreements on capital markets, as permitted by law and regulations. The purchase price of own shares, including expenses, shall be covered primarily by the invested unrestricted equity fund and secondarily from retained earnings.
This authorisation grants the Board of Directors the right to decide on the repurchase of shares also in other ways than in proportion to the shareholders' shareholdings (directed repurchase).
Own shares can be repurchased to implement acquisitions or other arrangements related to the company's business, to improve the company's capital structure, for the company's incentive schemes or to be otherwise held, disposed of or cancelled.
The authorisation will be effective until 30 June 2020. The authorisation cancels the previous authorisation granted by the Annual General Meeting of 22 March 2018 to the Board of Directors for the repurchase of own shares.
17. Authorisation of the Board of Directors to decide on a share issue, to dispose of own shares held by the company and an issue of other special rights entitling to shares.
The Board of Directors proposes that the Board be authorised to decide on a share issue, to dispose of own shares held by the company and an issue of special rights entitling to shares as referred to in Chapter 10, Section 1, of the Companies Act.
Based on the authorisation, the Board is entitled to issue no more than 10,000,000 new shares or treasury shares on one or more occasions. The maximum number proposed corresponds to around 7,6 per cent of all the company's current shares.
The share issue may also take the form of a directed issue in deviation from the shareholders' pre-emptive rights. The authorisation can be used to implement mergers and acquisitions, to develop the company's capital structure, in the company's incentive schemes and to other purposes decided by the Board. The Board is authorised to decide on all other terms and conditions related to issuing shares and granting special rights entitling holders to shares.
The authorisation will be effective until 30 June 2020. The authorisation supersedes the authorisation granted to the Board of Directors by the Annual General Meeting of 22 March 2018 to decide on a share issue and the granting of special rights entitling holders to shares.
18. Closing of the meeting
B. The Annual General Meeting Documents
The above proposals of the company's Board of Directors and the Shareholders' Nomination Committee, which are on the agenda of the Annual General Meeting, and this notice of the meeting are available on the company's website at www.dna.fi/agm. The company's Annual Report, which includes the company's financial statements for 2018, the report of the Board of Directors and the Auditor's Report, will be available on the company's website by 7 March 2019.
The decision proposals and the financial statement documents are also available at the Annual General Meeting, and a copy of them and this notice of the meeting will be sent to a shareholder on request.
Minutes of the Annual General Meeting will be available on the above-mentioned website by 11 April 2019.
C. Instructions for the participants
1. Shareholder entered in the shareholder register
A shareholder wishing to attend the Annual General Meeting must be entered in the company's shareholder register kept by Euroclear Finland Ltd on Monday 18 March 2019 (the Annual General Meeting record date). A shareholder whose shares are registered on their personal Finnish book-entry account is entered in the company's shareholder register.
The registration of a shareholder entered in the company's shareholder register must be received no later than on Monday 25 March 2019 at 10.00 am.
Registration for the meeting can be made from 12.00 noon on 1 February 2019:
a) on the Internet at www.dna.fi/agm
b) by telephone at 020 770 6902 from Monday to Friday between 9.00 am and 4.00 pm
c) by letter to DNA Plc, Registrations to Annual General Meeting, P. O. Box 10, 01044 DNA
The registration should include the shareholder's name, personal identity code or business ID, address, telephone number and the name and personal identity code of any accompanying person or proxy representative. The personal data disclosed by the shareholders to DNA Plc will be used only in connection with the General Meeting and the processing of the necessary registrations related to it.
The shareholder or their accompanying person or proxy representative must be able to prove their identity and/or right of representation at the venue.
2. Holder of a nominee-registered share
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of the shares on the basis of which they would be entitled to be entered in the shareholder register kept by Euroclear Finland Ltd on the record date of the Annual General Meeting, 18 March 2019. Participation also requires that, by virtue of these shares, the shareholder is temporarily entered in the shareholder register kept by Euroclear Finland Ltd no later than on Monday 25 March 2019 at 10.00 am. As regards nominee-registered shares, this is considered to constitute due registration for the Annual General Meeting.
A holder of a nominee-registered share is advised to request their asset manager in good time to give the necessary instructions regarding temporary registration in the shareholder register, issue of powers of attorney, and registration for the Annual General Meeting. The asset manager's account operator must report the holder of nominee-registered share who wants to participate in the Annual General Meeting to be temporarily entered in the company's shareholder register by the time stated above.
3. Use of a proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights there through a proxy representative.
A proxy representative of a shareholder shall produce a dated power of attorney or otherwise in a reliable manner prove that they are entitled to represent the shareholder. If a shareholder participates in the Annual General Meeting through several proxy representatives representing the shareholder by shares held in different securities accounts, the shares by which each proxy representative represents the shareholder must be reported in connection with the registration.
Any powers of attorney should be delivered as originals to the company at the address DNA Plc, Registrations to Annual General Meeting, P. O. Box 10, 01044 DNA, before the end of the registration period.
4. Other instructions and information
A shareholder who is present at the Annual General Meeting has the right referred to in Chapter 5, Section 25, of the Companies Act to ask questions during the meeting about the issues dealt with at the meeting.
On the date of the notice of the Annual General Meeting, 1 February 2019, DNA Plc has a total of 132,303,500 shares representing an equal number of votes. On the date of the notice of the Annual General Meeting, the company holds a total of 182,789 treasury shares.
The Annual General Meeting will be held in Finnish, with simultaneous interpretation provided into English. There is a parking garage next to the Finlandia Hall, Q-Park Finlandia, which provides access to Finlandia Hall. Access to the garage is via Karamzininranta. Parking is at your own expense.
In Helsinki on 1 February 2019
DNA PLC
BOARD OF DIRECTORS
Further information:
Marja Mäkinen, Head of IR, DNA Plc, tel. +358 (0)44 044 1262, marja.makinen@dna.fi
DNA Corporate Communications, tel. +358 (0)44 044 8000 viestinta@dna.fi
DNA is a Finnish telecommunications group providing high-quality voice, data and TV services for communication, entertainment and working. DNA is Finland's largest cable operator and the leading pay TV provider in both cable and terrestrial networks. Our mission is to provide products and services that make our private and corporate customers' lives simple. As a telecommunications operator, DNA plays an important role in society by providing important communication connections and by enabling digital development. In 2018, our net sales were EUR 912 million and our operating profit EUR 139 million. DNA has more than 4 million subscriptions in its fixed and mobile communications networks. The Group also includes DNA Store, Finland's largest retail chain selling mobile phones. DNA shares are listed on Nasdaq Helsinki Ltd. For further information, visit www.dna.fi or follow us on Twitter @DNA_fi and Facebook.