PROPOSALS OF THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING
OF TOKMANNI GROUP CORPORATION TO BE HELD ON 24 MARCH 2017
The Board of Directors have made the following proposals for the annual general meeting of
Tokmanni Group Corporation to be held on 24 March 2017.
1
Resolution on the use of the profit shown on the balance sheet and the payment
of dividend
The Board of Directors proposes to the general meeting that the company pays
dividend in accordance with the company dividend policy EUR 0.41 per share
and an extra dividend of EUR 0.10 per share, in total a dividend of EUR 0.51 per
share, for the accounting period that ended on 31 December 2016. The
proposed dividend will be paid to shareholders who are registered in the
company's shareholders register, maintained by Euroclear Finland, on the record
date of the payment of the dividend. The record date for the payment of the
dividend is 28 March 2017 and the proposed date for the payment of the
dividend is 4 April 2017.
2
Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor is paid remuneration in
accordance with a reasonable invoice.
3
Election of auditor
In accordance with the proposal of the Finance and Audit Committee, the Board
of Directors proposes that authorised public accountants KPMG Oy Ab is
reappointed as the company’s auditor. The principal auditor designated by the
audit firm would be KHT auditor Ari Eskelinen.
4
Authorising the Board of Directors to decide on the repurchase of the
company’s own shares
The Board of Directors proposes that the annual general meeting authorises the
Board of Directors to decide on repurchase or accepting as pledge, using the
company’s non-restricted equity, a maximum of 2.943.000 own shares, which
corresponds to approximately 5 per cent of the company’s total shares at the
time of convening the meeting. The repurchase may take place in one or more
tranches.
The shares shall be repurchased in a proportion other than the shareholders’
current shareholdings in the company in public trading arranged by Nasdaq
Helsinki Ltd at the trading price of the moment of repurchase. The shares shall
be repurchased and paid in accordance with the rules of Nasdaq Helsinki Ltd.
The company may repurchase the shares to execute its incentive program or
corporate acquisitions or other business arrangements or investments related to
the company’s operations, to improve its capital structure, or to be otherwise
further transferred, retained by the company or cancelled.
2 (3)
The authorisation is proposed to include the right for the Board of Directors to
decide on all other matters related to the repurchase of shares. The
authorisation is proposed to be effective until the annual general meeting held in
2018, yet no further than until 30 June 2018.
The decision concerning the authorisation requires a qualified majority of at
least two thirds of the votes cast and shares represented at the meeting.
5
Authorising the Board of Directors to decide on the issuance of shares as well
as the issuance of options and other special rights entitling to shares
The Board of Directors proposes that the general meeting authorises the Board
of Directors to decide on the issuance of at most 2.943.000 new shares or
shares held by the company in one or more tranches through a share issue
and/or by issuing options or other special rights entitling to shares as referred to
in Chapter 10 Section 1 of the Limited Liability Companies Act.
It is proposed that the authorisation is used for the implementation of the
company’s incentive program or for the execution of any acquisitions or other
arrangements or investment relating to the company’s business or for other
purposes subject to the decision of the Board of Directors.
The share issue can be without charge only if the shares are issued for the
implementation of the company’s incentive program or to the company itself,
subject to the provisions of the Limited Liability Companies Act on the maximum
amount of treasury shares.
It is proposed that the authorisation include the right of the Board of Directors
to decide on any terms and conditions of the share issue and the issue of special
rights referred to in Chapter 10 Section 1 of the Limited Liability Companies Act.
The authorisation thus also includes the right to issue shares in a proportion
other than that of the shareholders’ current shareholdings in the company under
the conditions provided in law.
The authorisation is proposed to be effective until 23 March 2022. The
authorisation to issue shares granted by the extraordinary general meeting to
the Board of Directors on 12 April 2016 ended on 31 December 2016.
The decision concerning the authorisation requires a qualified majority of at
least two thirds of the votes cast and shares represented at the meeting.
6
Establishment of a Shareholders’ Nomination Board
The Board of Directors proposes that the general meeting resolves to establish a
Shareholders' Nomination Board to prepare future proposals concerning the
election and remuneration of the members of the Board of Directors to the
general meetings. The Shareholders' Nomination Board will replace the
Nomination Committee nominated by the Board of Directors. In addition, the
Board of Directors proposes that the General Meeting adopts the Charter of the
Shareholders' Nomination Board set out as Annex 1 to this proposal.
According to the proposal, the Nomination Board shall comprise representatives
nominated by the four largest shareholders of the company and the Chairman of
the Board of Directors as an expert member. The right to nominate
representatives shall be vested with the four shareholders of the company
3 (3)
having the largest share of the votes represented by all the shares in the
company annually on the first workday of September based on the company’s
shareholders' register held by Euroclear Finland Ltd. However, 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 share of ownership, makes a written request
to such effect to the Chairman of the Board of Directors no later than on 31
August, such shareholder’s holdings in several funds or registers will be
combined when calculating the share of votes which determines the nomination
right. 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 Chairman of the Board of Directors shall convene the first meeting of the
Nomination Board and the Nomination Board shall elect a Chairman from among
its members.
The Nomination Board shall give its proposal to the Board of Directors annually
no later than on 31 January preceding the next annual general meeting. The
term of office of the members of the Nomination Board expires annually after
the new Nomination Board has been nominated.
Helsinki 23 February 2017
TOKMANNI GROUP CORPORATION
BOARD OF DIRECTORS
Annex 1
Charter of the Shareholders’ Nomination Board of Tokmanni Group Corporation
ANNEX 1
CHARTER OF THE SHAREHOLDERS’ NOMINATION BOARD OF TOKMANNI GROUP
CORPORATION
1
The purpose of the Nomination Board
The shareholders nomination board (the “Nomination Board”) of Tokmanni Group
Corporation (the “Company”) is a corporate body of the Company’s shareholders
and responsible for preparing proposals and submitting them to the Annual
General Meeting concerning the nomination and remuneration of the members of
the Board of Directors. The primary task of the Nomination Board is to ensure
that the Board of Directors and its members have sufficient expertise, competence
and experience to meet the needs of the Company.
The Nomination Board shall adhere to the applicable legislation and other
regulations, such as stock exchange regulations and the Corporate Governance
Code for listed companies in Finland.
2
Nomination and composition of the Nomination Board
The Nomination Board shall include the representatives nominated by the four
biggest shareholders as well as the Chairman of the Board of Directors, who shall
serve as an expert member.
The four shareholders who, according to the Shareholder Register maintained by
Euroclear Finland Ltd, have the largest share of the votes conferred by all
Company shares on the first workday of the September preceding the Annual
General Meeting, are entitled to nominate the members who represent
shareholders. The Chairman of the Board of Directors accordingly requests that
the four largest shareholders, determined as specified above, each designate one
member of the Nomination Board. In case two of the largest shareholders have
an equal number of shares and votes and the representatives of both such
shareholders cannot be nominated 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 share of ownership, makes a written
request to such effect to the Chairman of the Board of Directors no later than on
31 August, such shareholder’s holdings in several funds or registers will be
combined when calculating the share of votes which determines the nomination
right.
If a shareholder does not wish to use his/her nomination right, the right shall be
transferred to the next largest shareholder who would otherwise not be entitled
to nominate a member.
The Chairman of the Board of Directors shall convene the first meeting of the
Nomination Board and the Nomination Board shall appoint a Chairman from
among its members. The Nomination Board convenes thereafter at the notice of
the Chairman of the Nomination Board.
When the Nomination Board has been nominated, the Company shall publish its
composition by a stock exchange release.
2 (4)
A member designated by a shareholder must resign from the Nomination Board
if the shareholder in question disposes of over half of the shares it owned on the
first workday of September and which entitled it to nominate the member, and
is, therefore, no longer one of the ten largest shareholders in the Company. The
Nomination Board may nominate a new member to replace the member who
resigned early, and, if the number of the members in the Nomination Board is
reduced to fewer than three during a term of office, the Nomination Board must
decide on nominating new members. The Nomination Board must offer any
vacancies to those Company’s shareholders who have not nominated a member
to the Nomination Board, in an order which corresponds to the percentage of
shares they own. The preference order based on the votes conferred by
shareholdings shall be determined in accordance with the shareholders’ ownership
data in the Shareholder Register on the date the request to nominate a member
was presented.
The term of office of the Nomination Board’s members ends at the termination of
the Annual General Meeting following the nomination of the member.
3
The duties of the Nomination Board
The Nomination Board is in charge of
1. preparing and presenting to the General Meeting a proposal on the
remuneration of the members of the Board of Directors;
2. preparing and presenting to the General Meeting a proposal on the number of
members of the Board of Directors;
3. preparing and presenting to the General Meeting a proposal on the members
of the Board of Directors;
4. preparing and presenting to the General Meeting a proposal on the Chairman
of the Board of Directors; and
5. seeking prospective successor candidates for the members of the Board of
Directors.
The members of the Nomination Board does not receive separate remuneration
for their membership in the Nomination Board. The members’ travel expenses
shall be reimbursed in accordance with the Company’s regulations concerning
travel.
4
Decision-making
The Nomination Board has a quorum if over half of its members are in attendance.
The Nomination Board is not entitled to make decisions unless all members have
been offered the chance to participate in handling the matter and to attend the
meeting.
The decisions of the Nomination Board must be unanimous. If the members
cannot reach a unanimous decision, the members may submit their individual
proposals to the General Meeting or submit joint proposals together with other
members of the Nomination Board.
3 (4)
All decisions made by the Nomination Board must be recorded in the minutes.
The minutes must be dated, numbered and stored in a reliable way. The Chairman
and at least one other member of the Nomination Board must sign the minutes.
5
The duties of the Chairman of the Nomination Board
The Chairman of the Nomination Board must steer the work of the Nomination
Board so that the Board reaches its objectives and observes the expectations of
the shareholders as well as the benefit of the Company.
The Chairman of the Nomination Board
1. shall convene the meetings of the Nomination Board, prepare the meeting
agendas and materials and serve as the Chairman of the meetings;
2. shall supervise that the intended meetings of the Nomination Board are held
in accordance with the agreed schedule; and
3. shall convene special meetings to order as necessary and shall invariably
convene a meeting to order within 14 days of a request submitted by a
member of the Nomination Board.
6
Preparation of a proposal concerning the composition of the Board of Directors
The Nomination Board shall prepare a proposal concerning the composition of the
Board of Directors for the Company’s Annual General Meeting and to the
Extraordinary General Meeting, if needed. Regardless of this, each shareholder in
the Company may submit a direct proposal to the Annual General Meeting in
accordance with the Limited Liability Companies Act.
In preparing the proposal concerning the composition of the Board of Directors,
the Nomination Board must observe the requirements imposed on the Company
in the corporate governance code as well as the results of the annual assessment
of the operations of the Board of Directors, which is to be completed in
accordance with the corporate governance code. At a cost approved by the
Company, the Nomination Board may also consult an external expert in order to
find and assess suitable candidates.
7
Competence of the members of the Board of Directors
The Company’s Board of Directors must have sufficient expertise, competence
and experience related to the Company’s line of business. The Board of Directors
must specifically have sufficient collective competence
1. in matters pertaining to the Company’s line of business and its business
operations;
2. in managing a company of a corresponding size;
3. in group and financial management;
4. in strategic solutions and corporate mergers and acquisitions;
5. in internal supervision and risk management; and
4 (4)
6. in the principles of good corporate governance.
8
Proposals to the General Meeting
The Nomination Board must submit its proposals to the Board of Directors no later
than on 31 January preceding the Annual General Meeting.
The proposals of the Nomination Board are published as a stock exchange release
and are included in the invitation to the Annual General Meeting. The Nomination
Board shall also present and provide the grounds for its proposals and submit a
report of its operations to the Annual General Meeting.
Should a matter that is to be prepared by the Nomination Board come up for
decision-making in an Extraordinary General Meeting, the Nomination Board shall
strive to submit its proposal to the Board of Directors of the Company in sufficient
time for it to be included in the notice to the General Meeting.
9
Confidentiality
The members of the Nomination Board and the shareholders they represent must
maintain the confidentiality of all information concerning the proposals presented
to the ordinary Annual General Meeting until the Nomination Board has submitted
its final proposals and the Company has published them.
The confidentiality obligation of the members of the Nomination Board and the
shareholders they represent also covers any other confidential information
disclosed to them during operations of the Nomination Board and shall remain
valid until the Company has published the relevant information.
The Chairman of the Nomination Board may, when he/she considers it necessary,
propose to the Board of Directors of the Company that the Company should enter
into non-disclosure agreements with the representatives nominated by the
shareholders.
10 Changes in the Charter
The Nomination Board must annually review the content of this Charter and
submit any change proposals concerning, for example, the number of members
in the Nomination Board or the nomination procedure to the Annual General
Meeting for approval. The Nomination Board is authorised to make any necessary
technical updates and changes to this Charter.
11 Other provisions
In case any fixed date prescribed in this Charter does not fall on working day, the
Charter shall be construed to refer to the working day immediately preceding such
fixed date. This Charter has been drafted in both Finnish and English language
versions. In the event of any discrepancies, the Finnish language version shall
prevail.