Pihlajalinna Plc: Notice to the annual general meeting

Tue, Mar 13, 2018 16:20 CET Pihlajalinna Plc                            Stock exchange release                         13 March 2018 at 17:20 Pihlajalinna...

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Pihlajalinna Plc                            Stock exchange release                         13 March 2018 at 17:20

Pihlajalinna Plc: Notice to the annual general meeting

Notice is given to the shareholders of Pihlajalinna Plc to the Annual General Meeting of Shareholders to be held on Thursday, 5 April 2018 at 11:00 a.m. at Yliopistonkatu 55, 33100 Tampere, Finland (Tampere Hall, conference room Duetto 2). The reception of participants who have registered for the meeting and the distribution of voting tickets will commence at 10:00 a.m. Coffee will be served before the meeting.

A. Matters on the Agenda of the Annual General Meeting

The following matters will be considered at the Annual General Meeting:

1. Opening of the Meeting

2. Calling the Meeting to Order

3. Election of Persons to Scrutinize 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. Presentation of the Annual Accounts including the Consolidated Annual Accounts, the Report of the Board of Directors and the Auditor's Report for the year 2017

- Review by the CEO

7. Adoption of the Annual Accounts including the Consolidated Annual Accounts 

8. Resolution on the Use of the Profit Shown on the Balance Sheet and the Payment of Dividend

The Board of Directors proposes that a dividend of EUR 0.16 per share would be paid based on the balance sheet adopted for the financial period ended on 31 December 2017. The dividend would be paid to a shareholder who on the dividend record date 9 April 2018 is registered as a shareholder in the Company's shareholders' register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend would be paid on 16 April 2018.

9. Resolution on the Discharge of the Members of the Board of Directors and the CEOs from Liability

10. Resolution on the Remuneration of the Members of the Board of Directors

Pihlajalinna Plc’s Shareholders´ Nomination Board proposes to the Annual General Meeting that the remuneration of the Board of Directors be kept unchanged, and that the following annual remuneration be paid to the members of the Board of Directors to be elected at the Annual General Meeting for the term of office ending at the close of the Annual General Meeting 2019: to the full-time Chairman of the Board of Directors EUR 250,000 per year; to the Vice-Chairman EUR 48,000 per year, and to members EUR 24,000 per year.

Additionally, the Nomination Board proposes that each Member of the Board will be paid EUR 500 per meeting of the Board and of a Committee. In addition, reasonable travelling expenses would be paid according to the Company travel rules.  

11. Resolution on the Number of Members of the Board of Directors

Shareholders´ Nomination Board proposes to the Annual General Meeting that the number of the members of the Board be confirmed to be seven. 

12. Election of Members of the Board of Directors, the Chairman of the Board and the Vice-Chairman

Shareholders´ Nomination Board proposes to the Annual General Meeting that Timo Everi, Leena Niemistö, Jari Sundström, Seija Turunen and Mikko Wirén, currently members of the Board of Directors, be re-elected as members of the Board of Directors. 

Shareholders´ Nomination Board proposes to the Annual General Meeting that Matti Bergendahl and Kati Sulin be elected as new members of the Board.

The Nomination Board proposes that the Annual General Meeting elects Mikko Wirén as the Chairman of the Board and Matti Bergendahl as Vice-Chairman. 

Further information on the proposed nominees to the Board of Directors and the evaluation regarding their independence is presented on the Company’s website http://investors.pihlajalinna.fi

13. Resolution on the Remuneration of the Auditor

The Board of Directors proposes, based on recommendation of the Board’s Audit Committee, to the Annual General Meeting that the Auditor's remuneration would be paid against an invoice approved by the Audit Committee of the Board of Directors.

14. Election of the Auditor

The Board of Directors proposes, based on recommendation of the Board’s Audit Committee, to the Annual General Meeting that KPMG Oy Ab, a firm of authorized public accountants, would be re-elected as Auditor for the financial year 1 January – 31 December 2018. KPMG Oy Ab has announced that Ms. Lotta Nurminen, APA, would be the Auditor with principal responsibility.

15. Authorizing the Board of Directors to Resolve on the Repurchase of the Company's Own Shares 

The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to resolve on the repurchase of an aggregate maximum of 2,061,314 of the Company’s own shares, which corresponds to approximately 10 percent of all the existing shares in the Company at the date of this notice, in one or several instalments. Own shares may be repurchased on the basis of the authorization only by using non-restricted equity.

Own shares may be repurchased at a price formed in regulated market on the date of the repurchase or otherwise at a price formed on the market. Own shares may be repurchased using, inter alia, derivatives. The Board of Directors resolves on how shares are repurchased. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase) if there are weighty reasons for the company.

The authorization cancels the authorization given by the Annual General Meeting on 4 April 2017 to decide on the repurchase of the company’s own shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2019. 

16. Resolution on the Authorization of the Board of Directors to Decide on Issuance of Shares and Other Special Rights Entitling to Shares

The Board of Directors proposes to the Annual General Meeting that the Board of Directors would be authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act by virtue of one or several decisions as follows.

The number of shares issued pursuant to the authorization shall not exceed 3,091,971 shares, which corresponds to approximately 15 percent of all the existing shares in the Company. The authorization concerns both the issuance of new shares as well as the transfer of the Company’s own shares.

The Board of Directors decides on all other terms and conditions of the issuance of shares and other special rights entitling to shares. The authorization includes a right to deviate from the shareholders pre-emptive right to subscription (directed issue) if there are weighty reasons for the company. The authorization may be used, for example, to finance acquisitions or other business arrangements and investments or the implementation of the Company's share-based incentive plans as well as other purposes determined by the Company's Board of Directors. 

The authorization cancels the authorization given by the Annual General Meeting on 4 April 2017 to decide on issuance of shares and other special rights entitling to shares. The authorization remains in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2019. 

17. Amendment of the composition of the shareholders’ Nomination Board as well as its Charter

The Company’s shareholders Mr. Mikko Wirén, MWW Yhtiö Oy and Ms. Leena Niemistö, who together represent approximately 14.6 percent of the voting rights carried by the Company's shares, have delivered to the Company a proposal according to which the Nomination Board would consist of six (6) members instead of current four (4) members.

The Company’s shareholders referred to above have also proposed that the Nomination Board would not make a proposal on the Chairman and Vice-Chairman of the Board of Directors to the General Meeting, but instead, the Board of Directors would elect the Chairman and Vice-Chairman from among its members. The abovementioned shareholders have proposed that the first paragraph of section 2 of the Charter of the Shareholders' Nomination Board, as well as section 4.1, would be amended to correspond with the changes referred to above.

In addition, the abovementioned shareholders have proposed that into the second paragraph of section 2 of the Charter of the Shareholders' Nomination Board would be made the following addition (the proposed addition is in brackets):

“In case two of the largest shareholders have an equal number of shares and votes and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision between them shall be made by drawing lots. If a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in his/her share of ownership makes a written request to such effect to the Chairman of the Board of Directors no later than on August 31, such shareholder’s holdings in several funds or registers will be combined when calculating the share of votes which determines the nomination right, [and provided that combined holdings entitle, pursuant to the preceding paragraph, to appoint a member in the Nomination Board, such shareholder has a right to appoint one member in the Nomination Board]. Should a shareholder not wish to exercise his/her nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.”

The Charter of the Nomination Board, which includes the abovementioned amendment proposals, is available at the Company’s website at http://investors.pihlajalinna.fi.

18. Amendment of section 4 of the Articles of Association

The Company’s shareholders Mr. Mikko Wirén, MWW Yhtiö Oy and Ms. Leena Niemistö, who together represent approximately 14.6 percent of the voting rights carried by the Company's shares, have delivered to the Company a proposal according to which section 4 of the Articles of Association would be amended so that the General Meeting would not decide on the election of the Chairman and Vice-Chairman of the Board of Directors, but instead, the Board of Directors would elect the Chairman and Vice-Chairman from among its members.

According to the proposal, after the amendment section 4 of the Articles of Association would read as follows in its entirety:

“The Company has a Board of Directors, which consists of no less than four (4) and not more than ten (10) members. The term of office of the members of the Board of Directors shall expire at the closure of the first Annual General Meeting following the election.”

19. Closing of the Meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Pihlajalinna Plc's website at http://investors.pihlajalinna.fi. The Annual Accounts, the Report of the Board of Directors and the Auditor's Report of Pihlajalinna Plc are also available on the above-mentioned website as of 15 March 2018 at the latest. The proposals for the decisions on the matters and other above-mentioned documents are also available at the meeting, and copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 19 April 2018 at the latest.

C. Instructions for the Participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 22 March 2018 in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.

A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than 29 March 2018 at 10:00 a.m. by giving a prior notice of participation. The notice has to be received by the Company before the end of the registration period. Such notice can be given by using a registration link on the Company’s website at http://investors.pihlajalinna.fi; by e-mail to [email protected]; by regular mail to Pihlajalinna Plc, yhtiökokous2018, Kehräsaari B, 33200, Tampere, Finland; or by telephone +358 20 770 6896 (Monday-Friday between 9 a.m. and 4 p.m.).

In connection with the registration, a shareholder shall notify his/her name, personal identification number/business ID number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data is used only in connection with the general meeting and with the processing of related registrations. 

Shareholder, his/her authorized representative, or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the venue of the meeting.

2. Holders of Nominee Registered Shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 22 March 2018, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual 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 on 29 March 2018 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above.

3. Proxy Representative and Proxy Documents

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.

When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to Pihlajalinna Plc, yhtiökokous2018, Kehräsaari B, 33200 Tampere, Finland before the end of the registration period.

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting, 13 March 2018, the total number of shares in Pihlajalinna Plc and votes represented by such shares is 20,613,146. The Company or its subsidiaries do not own shares of the Company.

Helsinki, 13 March 2018

Pihlajalinna Plc
The Board of Directors

For further information, please contact:
Siri Markula, Head of Communications and IR, tel. +358 40 743 2177, [email protected]

Distribution:
Nasdaq Helsinki
Key media
investors.pihlajalinna.fi

Pihlajalinna in brief
Pihlajalinna is one of the leading private social and healthcare services providers in Finland. The company serves private individuals, businesses, insurance companies and public sector entities, such as municipalities and joint municipal authorities. In its private clinics and hospitals Pihlajalinna provides general practitioner services, specialised care, emergency and on-call services, a wide range of surgical services, occupational healthcare and dental care. In addition, the company offers innovative social and healthcare service provision models to public sector entities.