Norvestia
NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF NORVESTIA OYJ 12 JUNE 2015
DGAP-News: Norvestia 2015-05-18 / 15:30 --------------------------------------------------------------------- Helsinki, Finland, 2015-05-18 15:30 CEST (GLOBE NEWSWIRE) -- Norvestia Oyj Stock exchange release 18 May 2015 at 16:30 NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF NORVESTIA OYJ 12 JUNE 2015 Kaupthing hf., as a shareholder of Norvestia Oyj, and CapMan Plc, have requested the Board of Directors of Norvestia Oyj to convene an extraordinary general meeting of the shareholders of Norvestia Oyj to resolve a proposal for the combination of the current share classes of Norvestia Oyj by way of amending the Articles of Association and a proposal for the resolution on the number and election of the members of the Board of Directors in accordance with the below notice. Kaupthing hf. owns in Norvestia Oyj 900,000 class A shares and 792,159 class B shares representing 41.81% of all votes and 11.05% of all shares in Norvestia Oyj. CapMan Plc owns in Norvestia Oyj 3,321,817 class B shares representing 14.19% of all votes and 21.69% of all shares in Norvestia Oyj. The notice to the meeting will be published on Norvestia's website at www.norvestia.fi. Notice is given to the shareholders of Norvestia Oyj to the Extraordinary General Meeting to be held on Friday 12 June 2015 at 10:00 at Kansallissali at the address Aleksanterinkatu 44, Helsinki. The reception of the participants who have registered for the Extraordinary General Meeting and the distribution of voting tickets will commence at 9:00. A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING 1. Opening of the meeting 2. Calling of the meeting to order 3. Election of persons to confirm 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. Proposal for the combination of the share classes of Norvestia Oyj by way of amending the Articles of Association Kaupthing hf. and CapMan Plc propose to the Extraordinary General Meeting that Norvestia Oyj's current class A shares will be combined with the current class B shares by way of an amendment of the Articles of Association of Norvestia Oyj so that the stipulations on the class A and class B shares are removed from Article 3 of the Articles of Association. Kaupthing hf. and CapMan Plc propose that the contemplated combination will be completed without compensation to the holders of the current class A shares. Norvestia Oyj currently has a total of 900,000 class A shares and 14,416,560 class B shares outstanding. Each current class A share confers ten (10) votes and each current class B share one (1) vote at Norvestia Oyj's general meeting of shareholders. Following the combination of the current share classes, Norvestia Oyj will have a single share class consisting of a total of 15,316,560 ordinary shares. Each of the combined shares will confer one (1) vote at a general meeting of shareholders and equal rights in every respect. The combination of the share classes will clarify Norvestia Oyj's ownership structure and unify the rights related to its shares. The combination is expected to add to the interest towards and liquidity of the company's shares, and improve the options for the use of the company's shares in the acquisition of financing. Shareholders, who represent all of the company's current class A shares and 28.54% of the company's current class B shares, have reported in writing that they will support the proposal and intend to vote for it. The registration date for the combination of the current share classes will be approximately 22 June 2015. Norvestia Oyj's shares will be entered in the book-entry system of securities following the combination, and an application will be made to have the converted shares quoted on the main list of the NASDAQ OMX Helsinki Ltd on or about 24 June 2015. The dates for the registration and quotation may still be specified. The combination of the current share classes as decided upon by the Extraordinary General Meeting does not require any further action on the part of the shareholders of Norvestia Oyj. 7. Proposal for the resolution on the number and election of the members of the Board of Directors Shareholders, who represent a total of 56.00% of the votes in Norvestia Oyj, propose to the Extraordinary General Meeting that the Extraordinary General Meeting confirms that the number of Board members be five (5) and that the following individuals be elected to the Board of Directors: Heikki Westerlund, Niko Haavisto, Hannu Syrjänen, Marika af Enehjelm and Georg Ehrnrooth, and that Heikki Westerlund be elected as the Chairman and Hannu Syrjänen as the Vice Chairman of the Board of Directors. The members of the Board of Directors are elected for a term ending with the conclusion of the Ordinary General Meeting following the appointment. All the above individuals have given their consent to the election. 8. Closing of the meeting B. DOCUMENTS OF THE GENERAL MEETING The proposals to the Extraordinary General Meeting, this notice and the documents referred to in Chapter 5, Section 21 of the Finnish Limited Liability Companies Act are available on Norvestia Oyj's website at www.norvestia.fi. The proposal and the other above-mentioned documents are also available at the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting will be published on the company's website on Friday 26 June 2015 at the latest. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. Shareholders registered in the shareholders' register Each shareholder, who is registered in the shareholders' register of Norvestia Oyj held by Euroclear Finland Ltd on the record date of the Extraordinary General Meeting on Tuesday 2 June 2015, has the right to participate in the Extraordinary 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 intends to participate in the Extraordinary General Meeting, shall register for the meeting no later than on Tuesday 9 June 2015 at 16:00 Finnish time. Notice of participation is requested to be made: -- by e-mail at info@norvestia.fi -- by telephone +358 9 662 6380 (Monday-Friday 9:00-16:00) -- by fax +358 9 622 2080 -- by regular mail to Norvestia Oyj, Pohjoisesplanadi 35 E, 00100 Helsinki, Finland. Registrations made online or in writing must arrive before the end of the registration period. In connection with the registration, a shareholder shall notify his/her name, personal identification number / the business identity code, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of any proxy representative. The personal details given to Norvestia Oyj are used only in connection with the General Meeting and for processing registrations related to the meeting. A shareholder, his/her authorised representative or proxy representative shall at the meeting be able to prove his/her identity and/or right of representation. 2. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on Tuesday 2 June 2015, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the 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 by Tuesday 9 June 2015 at 10:00 Finnish time. As regards nominee registered shares, this constitutes due registration for the 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 General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, temporarily into the shareholders' register of the company at the latest by the time stated above. 3. Proxy representative and powers of attorney A shareholder may participate in the Extraordinary 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. When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting. Possible proxy documents should be delivered in originals to the address Norvestia Oyj, Pohjoisesplanadi 35 E, 00100 Helsinki, Finland before the last date of registration. 4. Other information Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting. On the date of the notice to this Extraordinary General Meeting, the company has a total of 900,000 A shares representing 9,000,000 votes and a total of 14,416,560 B shares representing 14,416,560 votes, making the combined total of 15,316,560 shares and 23,416,560 votes. Helsinki, 18 May 2015 Norvestia Oyj Board of Directors On behalf Juha Kasanen Managing Director DISTRIBUTION NASDAQ Helsinki Main media www.norvestia.fi News Source: NASDAQ OMX --------------------------------------------------------------------- 2015-05-18 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: Norvestia Finland ISIN: FI0009000160 End of News DGAP News-Service --------------------------------------------------------------------- 358721 2015-05-18
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