General meetings

ANNUAL GENERAL MEETING 2021

Based on the Act on temporary deviation from the Limited Liability Companies Act to restrict the spread of the Covid-19 epidemic; 677/2020 (the “Temporary Act”), Section 2 paragraph 2, the Annual General Meeting 2021 of Taaleri Plc is organized so that shareholders or their proxy holders may not participate in the General Meeting in person at the meeting venue.

The company’s shareholders and their proxy holders may participate in the General Meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. 

Taaleri Plc’s Annual General Meeting is held on Thursday, 25 March 2021 at 10:00 at Taaleri Plc’s headquarters, Kasarmikatu 21 B, 00130 Helsinki, Finland.

Notification of participation may be submitted at 16:00 on 23 February 2021 and no later than by 18 March 2021 at 10:00.

MATERIALS FOR THE ANNUAL GENERAL MEETING

• Notice to the Annual General Meeting and Proposals to the Annual General Meeting
• The company’s annual accounts and the report of the Board of Directors 2020, published on 4 March 2021 at the latest
• The CV of the proposed new member of the Board of Directors, Peter Ramsay
• Remuneration Report for the Governing Bodies
• Privacy Statement

RIGHT TO PARTICIPATE IN THE MEETING

In order to prevent the spread of the COVID-19 pandemic, the General Meeting is held so that it will not be possible for shareholders to participate in the General Meeting in person at the meeting venue. No video link will be provided for the shareholders to participate in the meeting. The company’s shareholders may participate in the General Meeting and exercise their shareholder rights only by voting in advance in accordance with the instructions set out below.

Shareholders recorded in the shareholders’ register

Shareholders whose holdings have been registered on the shareholders’ register held by Euroclear Finland Oy on 15 March 2021 may participate in the Annual General meeting. A shareholder whose shares are registered on his/her Finnish book-entry account, is registered in the company’s shareholders’ register. Shareholders may participate in the meeting and use their shareholder rights only by voting as set our below. 

Shareholders with nominee registered holdings

Shareholders with nominee registered holdings are entitled to attend the Annual General Meeting by voting in advance on the basis of their shares held on the record date, 15 March 2021, that would entitle them to be included in the shareholders’ register maintained by Euroclear Finland Ltd. Attendance also requires that these shareholders are temporarily registered into the shareholders’ register held by Euroclear Finland Ltd by 10:00 on 22 March 2021. This is deemed to be the registration of a shareholder with nominee registered holdings to attend the Annual General Meeting. Any changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the meeting by voting in advance nor the number of votes of the shareholder.

Shareholders with nominee registered holdings are advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of a letter of proxy and how to register to attend the Annual General Meeting from their custodian bank. The account management organisation of the custodian bank has to register a shareholder with nominee registered holdings, who wants to attend the Annual General Meeting by voting in advance, temporarily into the shareholders’ register of the company no later than the deadline given above and to carry out the advance voting on behalf of the shareholder with nominee registered holding. 

Proxy representatives and powers of attorney

representative of a shareholder may also only participate by voting in advance in the manner instructed above. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the Annual 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.

Proxy forms and voting instructions

Proxy documents should be delivered by mail addressed Euroclear Finland Oy, Yhtiökokous / Taaleri Oyj, PL 1110, 00101 Helsinki, by email to yhtiokokous@euroclear.eu before the last date for registration and the end of advance voting, by which time the proxy documents must be received. Delivering a proxy document to the Company prior to the end of the registration period constitutes due registration for the general meeting, provided that the above information required for registration is provided. 

Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.

REGISTRATION AND ADVANCE VOTING

Notification of participation may be submitted, and advance voting will begin at 16:00 on 23 February 2021 following the deadline for submitting counterproposals. A shareholder registered in the shareholders’ register of the company, who wishes to participate in the General Meeting, must register for the General Meeting and vote in advance no later than by 18 March 2021 at 10:00 by which time the notice of participation and advance votes need to be received.

When registering to attend the Annual General Meeting, individuals are required to provide the following information: the shareholder’s name, personal identity/business identity number, address and phone number. Any personal information given to the company or Euroclear Finland Oy will only be used in connection with the Annual General Meeting and the related processing of necessary registrations.

In connection with the advance voting, the shareholder may vote on certain matters in the agenda and change or cancel the votes given during the voting period. The shareholder may also print a summary on the votes given by him/her.

Shareholders, whose shares are registered on his/her Finnish book-entry account, can submit the notice of participation and vote in advance on certain matters on the agenda between 16:00 on 23 February 2021 and 10:00 on 18 March 2021 in the following ways:

1.    via the below link:

Notice of attendance 

Private individuals will login the system through strong electronic identification with online banking codes or mobile ID. Entities will need the number of the shareholder’s book-entry account together with the business ID or other identification code for the login.

2. by mail or email
A shareholder may send the advance voting form available on this website or corresponding information to Euroclear Finland Ltd by letter to Euroclear Finland Ltd, Yhtiökokous / Taaleri Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland or by email at yhtiokokous@euroclear.eu. 

Advance voting forms and voting instructions

If the shareholder participates in the General Meeting by submitting the advance votes to Euroclear Finland Ltd by mail or email, the submission of votes before the end of the notification of participation and advance voting period also constitutes due registration for the General Meeting, provided that the required information for the participation listed above is given.

COUNTERPROPOSALS AND QUESTIONS

Counterproposals

Shareholders who hold at least one hundredth of all the shares in the company have a right to make counterproposals on the agenda items, to be placed for a vote. Such counterproposals are required to be sent to the company by email yhtiokokous@taaleri.com no later than by 22 February 2021. In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the General Meeting and that the shareholder holds at least one hundredth of all shares in the company on the record date of the General Meeting. Should the counterproposal not be placed for a vote at the meeting, advance votes in favor of the proposal will not be taken into account. 

The company will on 23 February 2021 publish on this website, the counterproposals if any, that may be voted on.

Questions

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act with respect to the matters to be considered at the General Meeting. Such questions may be delivered by email to yhtiokokous@taaleri.com or by mail to the address “Annual General Meeting” Taaleri Plc, Kasarmikatu 21 B, 00130 Helsinki, Finland. Such questions from shareholders and the company’s management’s answers to them, and any counterproposals that have not been placed for a vote will be available on this website on 16 March 2021 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding. Submitting questions does not require registration to the meeting or voting in advance.