St1 Nordic Oy
Purotie 1
00380 HELSINKI
Notice of St1 Nordic Oy’s Annual General Meeting
The shareholders of St1 Nordic Oy are invited to the Annual General Meeting, which will be held on 25 March 2019, from 13:00 hours in the premises of St1 at Purotie 1, 00380 Helsinki, Finland.
The following matters will be addressed at 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 on Operations and the Auditor’s Report for 2018
7. Adoption of the financial statements
8. Appropriation of profit as shown on the balance sheet and resolution on the payment of dividends
The Board of Directors proposes to the Annual General Meeting that EUR 0.31 per share of St1 Nordic Oy's distributable profits be paid as dividend, totalling EUR 12,008,506.58.
9. Discharging the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
It is proposed to the Annual General Meeting that the members of the Board of Directors, excluding the chairman of the board, be reimbursed the following cash fee for the term expiring at the end of the following Annual General Meeting:
- members of the Board of Directors, EUR 50,000 each
11. Resolution on the number of members of the Board of Directors
It is proposed to the Annual General Meeting that the number of members of the Board of Directors be set at three (3).
12. Election of the members of the Board of Directors
It is proposed to the Annual General Meeting that the following persons be re-elected as members of the Board of Directors for the term expiring at the end of the following Annual General Meeting:
- Mika Anttonen,
- Kim Wiio,
- Mikko Koskimies
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the elected auditor be reimbursed as per a reasonable invoice.
14. Election of the auditor
The Board of Directors proposes to the Annual General Meeting that the audit firm Price Waterhouse Coopers Oy be re-elected as auditor for the term expiring at the end of the following Annual General Meeting. They have indicated that Janne Rajalahti, APA, would act as chief auditor.
15. Amending the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the Articles of Association be amended so that the provisions on types of shares be removed and the company have only one type of shares in the future. As a result of this amendment, sections 4 and 11 of the Articles of Association are proposed to be removed, and the numbering of the Articles of Association is proposed to be amended accordingly. In addition, the Board of Directors proposes to the Annual General Meeting that sections 7, 8 and 10 of the Articles of Association be amended as follows:
Section 7. (new section 6) The company shall have one auditor and one deputy auditor. If an audit firm is elected as auditor, a deputy auditor need not be elected.
Section 8. (new section 7) Notice of a General Meeting shall be delivered no earlier than two months and no later than one week prior to the General Meeting to each shareholder whose address is known to the company. The notice may also be sent by email to the address informed to the company by the shareholder.
Section 10. (new section 9) If a company share is transferred to a third party from a shareholder other than the company itself, the company shall be entitled to redeem such a share. The provisions of the Limited Liability Companies Act shall apply to the redemption.
In other respects, the Articles of Association are proposed to remain unchanged.
16. Closing of the meeting
Annual General Meeting documents and participation
The proposals for decisions on the agenda of the Annual General Meeting are mainly included in the notice. The company's financial statements, Report of Operations and Auditor's Report are available at the company's website www.st1.eu. The proposals for decisions and the other documents mentioned above will also be available for viewing at the Annual General Meeting.
The shareholder, their agent or proxy representative shall, if necessary, be able to prove their identity and/or the right of representation. 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.
Helsinki 29 March 2019
St1 Nordic Oy
The Board of Directors