Notice to the Extraordinary General Meeting of Affecto Plc


Affecto Plc – Stock Exchange Release, 9 October 2017 at 16:00, Helsinki

Notice to the Extraordinary General Meeting of Affecto Plc

The shareholders of Affecto Plc are hereby summoned to the Extraordinary General Meeting (the “Meeting”) to be held on Monday 30 October 2017 at 10 a.m. at the Affecto Espoo offices located at Keilaranta 17 C, 7th floor, 02150 Espoo.

The following matters will be on the agenda of the Meeting:

1. Opening of the Meeting

2. Calling of the Meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Legality and quorum of the Meeting

5. Recording the attendance at the Meeting and adoption of the list of voting rights

6. Resolution on the number of the members of the Board of Directors

The Meeting will address the number of the members of the Board of Directors on the grounds of the request of CGI Nordic Investments Limited pursuant to Chapter 5, Section 4 of the Companies Act to convene a General Meeting.

According to the proposal included in the request, the number of the members of the Board of Directors of Affecto Plc would be three (3).

 

7. Election of the members of the Board of Directors

The Meeting will address the election of all the members of the Board of Directors on the grounds of the request of CGI Nordic Investments Limited pursuant to Chapter 5, Section 4 of the Companies Act to convene a General Meeting.

According to the proposal included in the request, Francois Boulanger, Heikki Nikku and Charles Gill would be elected as ordinary members of the Board of Directors, of which Francois Boulanger would be elected as the chairman of the Board of Directors, for the term ending at the close of the following Annual General Meeting.

CGI Nordic Investments Limited has notified that all proposed persons have given their consent for the election.

 

8. Resolution on the remuneration of the members of the Board of Directors

The Meeting will address the remuneration of the members of the Board of Directors on the grounds of the request of CGI Nordic Investments Limited pursuant to Chapter 5, Section 4 of the Companies Act to convene a General Meeting.

According to the proposal included in the request, no remuneration would be paid to the new members of the Board of Directors, since all the members are in the employment of or in a service relationship with CGI Nordic Investments Limited or a company belonging to the same group of companies with it.

 

9. Revocation of the resolution regarding the appointment of the shareholders' nomination board and dismissal of the members of the shareholders' nomination board

The Meeting will address the revocation of the resolution regarding the appointment of the nomination board and the dismissal of the members of the nomination board on the grounds of the request of CGI Nordic Investments Limited pursuant to Chapter 5, Section 4 of the Companies Act to convene a General Meeting.

According to the proposal included in the request, the resolution of the Affecto Plc annual general meeting 2017 regarding the appointment of a shareholders’ nomination board would be revoked and the members of the shareholders' nomination board appointed on 15 September 2017 would be dismissed.

 

10. Closing of the Meeting

 

Documents of the Meeting

The proposals relating to the agenda of the Meeting are included in this notice in their entirety. This notice is available on the website of Affecto Plc at http://www.affecto.com/about/investors/corporate-governance/annual-general-meeting/extraordinary-general-meeting-2017/.The proposals are also available at the Meeting. A copy of this notice will be sent to the shareholders upon request. The minutes of the Meeting will be available on the aforementioned website on Monday 13 November 2017 at the latest.

The right to attend and vote at the Meeting

In order to attend and have the right to vote at the Meeting, a shareholder

  • shall be entered in the Shareholder Register of the company maintained by Euroclear Finland Ltd by Wednesday 18 October 2017, and
  • shall give notice to attend the Meeting by Wednesday 25 October 2017at 10.00 a.m.  Finnish time.

 Pursuant to chapter 5 section 25 of the Companies Act, a shareholder who is present at the Meeting has the right to request information with respect to the matters to be considered at the meeting.

 

Registration to the Shareholder Register

The shareholder in whose name the shares are registered is automatically registered in the Shareholder Register of the company.

 

Holder of nominee registered shares

A holder of nominee registered shares has the right to attend the Meeting by virtue of such shares, based on which he/she, on Wednesday 18 October 2017, would be entitled to be registered in the shareholder register of the company held by Euroclear Finland Ltd. Shareholders holding nominee registered shares who wish to attend the Meeting may temporarily be registered in the shareholder register. A shareholder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholder register of the company, the issuing of proxy documents and registration for the Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wishes to attend the Meeting, to be temporarily entered into the shareholder register of the company on Wednesday 25 October 2017 at 10.00 a.m. Finnish time at the latest. As regards nominee registered shares this constitutes due registration for the Meeting.

 

Proxy representative and powers of attorney

A shareholder may attend the 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 Meeting. When a shareholder attends the 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 Meeting. A template proxy document is not available.

Notice to attend

A shareholder wishing to attend the Meeting shall give notice to attend the Meeting to the company either

The notice shall be at the company's disposal no later than on Wednesday 25 October 2017 at 10.00 a.m. Finnish time.

The personal data given to Affecto Plc is used only in connection with the Meeting and processing of related registrations.

 

Delivery of proxies

Possible proxy documents should be delivered in originals to Affecto Plc, Ms. Marjukka Aho, Keilaranta 17 C, FI-02150 Espoo, Finland, no later than on Wednesday 25 October 2017 at 10.00 a.m. Finnish time.

Other instructions/information

On the date of this notice to the Meeting, the total number of shares in Affecto Plc is 22,450,745 shares and 22,450,745 votes.

We wish our shareholders welcome to the Meeting.

 

Helsinki, 9 October 2017

Affecto Plc

The Board of Directors

 

Additional information provided by:

Director, Legal & IR Sakari Knuutti, tel. +358 50 562 4077
CFO Martti Nurminen, tel. +358 40 751 7194

 

 

www.affecto.com


Attachments

Affecto_Plc_EGM_2017-Invitation_ENG.pdf