Taaleri Plc: Notice to the Extraordinary General Meeting
TAALERI PLC STOCK EXCHANGE RELEASE 7 MAY 2021 AT 7:55 (EEST)
Taaleri Plc: Notice to the Extraordinary General Meeting
Date 28 May 2021 at 10:00 a.m.
Place Taaleri Plc’s headquarters, Kasarmikatu 21 B, 00130 Helsinki, Finland
Taaleri Plc’s Board of Directors has decided to call the shareholders of Taaleri Plc to attend the Extraordinary General Meeting to be held on 28 May 2021 at 10:00 a.m. Taaleri Plc’s headquarters, Kasarmikatu 21 B, 00130 Helsinki, Finland.
Taaleri Plc announced on 10 March 2021 that will seek to release capital to its shareholders after the completion of the sale of Taaleri’s wealth management operations. Taaleri has decided to call an extraordinary general meeting to make resolutions on the payment of dividend and on the distribution of the assets from the invested unrestricted equity fund.
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 Extraordinary General Meeting 2021 of Taaleri Plc is organized so that shareholders or their proxy holders may not participate in the Extraordinary General Meeting in person at the meeting venue. The company’s shareholders and their proxy holders may participate in the Extraordinary General Meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. Instructions for shareholders are provided in section C: Instructions for the participants in the Extraordinary General Meeting.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
1. Opening of the Meeting
2. Calling the meeting to order
Attorney Marko Vuori will serve as chairperson of the meeting. In the event Marko Vuori is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to serve as the chairperson.
3. Election of persons to scrutinize the minutes and supervise the counting of votes
The Company’s General Counsel Janne Koikkalainen will scrutinize the minutes and supervise the counting of the votes. In the event Janne Koikkalainen is prevented from scrutinizing the minutes and supervising the counting of the votes for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to scrutinize the minutes and supervise the counting of the votes.
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and adoption of list of votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.
6. Resolution on the payment of dividend and resolution on the distribution of the assets from the invested unrestricted equity fund
The distributable means based on audited financial statement of Taaleri Plc on 31 December 2020 totalled EUR 48.227.120,73 (dividend paid on 7 April 2021 deducted). The sum consisted of retained earnings of EUR 12.087.455,53 and the means in the reserve of invested unrestricted equity of EUR 36.139.665,20.
The Board of Directors proposes to the Extraordinary General Meeting that a dividend of EUR 0.40 per share be paid out. The proposal corresponds to a dividend totalling EUR 11.340.248,00 calculated with the number of shares at the close of the financial year. Additionally, the Board proposes to the Extraordinary General Meeting that an equity repayment of EUR 0.60 per share be paid out from the reserve of invested unrestricted equity. The proposal corresponds to an equity repayment totalling EUR 17.010.372,00 calculated with the number of shares at the close of the financial year. The dividend and equity repayment shall be paid to those who are registered as shareholders in Taaleri Plc's shareholder register maintained by Euroclear Finland Ltd on the record date 1 June 2021. The Board proposes 8 June 2021 as the payment date of the dividend and equity repayment.
After the sale of its wealth management operations 30 April 2021 Taaleri’s equity strengthened substantially. The Board of Directors feel that the proposed distribution of dividend and equity repayment do not endanger the liquidity of the company.
7. Closing of the meeting
B. MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING
The above-mentioned proposals for decisions on the matters in the agenda of the Extraordinary General Meeting as well as this notice are available to shareholders on the Taaleri Plc’s website at the address https://www.taaleri.com/en/corporate-responsibility/governance/general-meetings.
The minutes of the Extraordinary General Meeting will be available to shareholders on the afore-mentioned website at the latest on 11 June 2021.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
In order to prevent the spread of the COVID-19 pandemic, the Extraordinary General Meeting is held so that it will not be possible for shareholders to participate in the Extraordinary 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 Extraordinary General Meeting and exercise their shareholder rights only by voting in advance in accordance with the instructions set out below.
1. Shareholders recorded in the shareholders’ register
Shareholders whose holdings have been registered on the shareholders’ register held by Euroclear Finland Ltd on 18 May 2021 may participate in the Extraordinary 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 out below.
2. Registration and advance voting
Notification of participation may be submitted, and advance voting will begin on 11 May 2021 at 16:00 p.m. following the deadline for submitting counterproposals. A shareholder registered in the shareholders’ register of the company, who wishes to participate in the Extraordinary General Meeting, must register for the General Meeting and vote in advance no later than by 21 May 2021 at 10:00 by which time the notice of participation and advance votes need to be received.
When registering to attend the Extraordinary 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 Ltd will only be used in connection with the Extraordinary General Meeting and the related processing of necessary registrations.
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 11 May 2021 at 16:00 p.m. and 21 May 2021 at 10:00 in the following ways:
(a) via the website at the address https://www.taaleri.com/en/corporate-responsibility/governance/general-meetings
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.
(b) by mail or email
A shareholder may send the advance voting form available on the company’s website or corresponding information to Euroclear Finland Ltd by letter to Euroclear Finland Ltd, Ylimääräinen yhtiökokous / Taaleri Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland or by email to [email protected].
If the shareholder participates in the Extraordinary 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 Extraordinary General Meeting, provided that the required information for the participation listed above is given.
The voting instructions will be available on the company’s website at https://www.taaleri.com/en/corporate-responsibility/governance/general-meetings
3. Proxy representatives and proxy documents
A shareholder may participate in the Extraordinary General Meeting through a proxy representative. The proxy 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 Extraordinary 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.
A model proxy document including voting instructions is available on the Company’s website https://www.taaleri.com/en/corporate-responsibility/governance/general-meetings on 11 May 2021 at the latest when the advance voting begins.
Proxy documents should be delivered by mail addressed Euroclear Finland Ltd, Yhtiökokous / Taaleri Oyj, P.O. Box 1110, FI-00101 Helsinki, by email to [email protected] before the end of registration and and advance voting on 21 May 2021 at 10:00 a.m., 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 Extraordinary 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.
4. Shareholders with nominee registered holdings
Shareholders with nominee registered holdings are entitled to attend the Extraordinary General Meeting by voting in advance on the basis of their shares held on the record date, 18 May 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 25 May 2021 at 10:00 a.m.. This is deemed to be the registration of a shareholder with nominee registered holdings to attend the Extraordinary General Meeting. Any changes in the ownership of shares after the record date of the Extraordinary 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 Extraordinary 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 Extraordinary 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.
5. Other instructions and information
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 to [email protected] no later than by 10 May 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 Extraordinary General Meeting and that the shareholder holds at least one hundredth of all shares in the company on the record date of the Extraordinary 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 11 May 2021 publish on its website at https://www.taaleri.com/en/corporate-responsibility/governance/general-meetings, if any, the counterproposals 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 until 14 May 2021 with respect to the matters to be considered at the Extraordinary General Meeting. Such questions may be delivered by email to [email protected] or by mail to the address “Extraordinary General Meeting” Taaleri Plc, Kasarmikatu 21 B, FI-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 the company’s website at https://www.taaleri.com/en/corporate-responsibility/governance/general-meetings on 19 May 2021 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding.
On the date of issue of the notice to the Extraordinary General Meeting, 7 May 2021, Taaleri Plc had a total of 28,350,620 shares, each of which grants entitlement to one (1) vote at the Annual General Meeting.
Helsinki 7 May 2021
TAALERI PLC
Board of Directors
Further information:
General Counsel, Janne Koikkalainen, tel. +358 40 501 2691, [email protected]
Distribution:
Nasdaq Helsinki
Key media
www.taaleri.com
Taaleri in brief
Taaleri is a Nordic investment and asset manager with an emphasis on renewable energy and other alternative investments. We channel capital towards economically profitable undertakings that have a lasting positive impact on the environment and society. We are a signatory of the UN Principles for Responsible Investment (UNPRI) since 2010. Taaleri’s vision is to be a Nordic forerunner in alternative investments focusing on sustainability.
Taaleri has two business segments: Private Asset Management and Strategic Investments. Private Asset Management consists of renewable energy, real estate, bioindustry and infrastructure businesses. The Strategic Investments segment consists of Garantia Insurance Company Ltd.
Taaleri has EUR 1.7 bn of assets under management in its private equity funds and co-investments. The company has approximately 120 employees. Taaleri Plc is listed on Nasdaq Helsinki.
Siri Markula, Head of Communications and IR, tel. +358 40 743 2177, [email protected]