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Asiakastieto Group Oyj (0R6B)

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Monday 18 May, 2020

Asiakastieto Group Oyj

Asiakastieto Group Plc’s Notice to the Annual General Meeting

Asiakastieto Group Plc’s Notice to the Annual General Meeting

ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE ON 18 MAY 2020 AT 4.00 P.M. EEST

Asiakastieto Group Plc’s Notice to the Annual General Meeting

Notice is given to the shareholders of Asiakastieto Group Plc to the Annual General Meeting to be held on Friday 12 June 2020 starting at 10:00 a.m. (EEST) at Rantatie Business Park, Tutka & Plotteri Meeting Room (Hermannin rantatie 8, Main entrance: Verkkosaarenkatu 5, 00580 Helsinki, Finland). The shareholders of the company may participate in the meeting and exercise their shareholder rights only by voting in advance or by way of proxy representation and by presenting counterproposals and asking questions in advance. It is not possible to attend the meeting in person. Instructions for shareholders can be found in part C of this Notice (“Instructions for the participants in the Annual General Meeting”). Earlier registrations submitted to the Annual General Meeting, which was convened to be held on 27 March 2020, are not valid for this Annual General Meeting.

The Board of Directors has resolved on exceptional meeting procedures based on the temporary legislation approved by the Finnish parliament on 24 April 2020. In order to prevent the spread of the COVID-19 pandemic the company has taken precautionary measures enabled by the temporary legislation in order to be able to convene the Annual General Meeting in a foreseeable meaning, considering the health and safety of the company’s shareholders, personnel and other stakeholders. The Annual General Meeting will be as concise and short as possible.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

Attorney-at-law Klaus Ilmonen shall act as the Chairman of the meeting. If due to weighty reasons Klaus Ilmonen is not able to act as Chairman, the Board shall appoint another person it deems best suitable to act as Chairman.

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

The company’s legal counsel Juuso Jokela shall scrutinize the minutes and supervise the counting of the votes. If Juuso Jokela due to weighty reasons is not able to act as the person to scrutinize the minutes and to supervise the counting of the votes, the Board shall appoint another person it deems best suitable to act as the person to scrutinize 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

Shareholders attending the meeting shall be those shareholders who have voted in advance during the voting period and who in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act are entitled to attend the meeting. The list of votes will be adopted according to the information provide by Euroclear Finland Ltd.

6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2019

Since the Annual General Meeting may only be attended through advance voting, the Financial Statements, the Board of Directors’ Report and the Auditor’s Report, published by the company on 5 March 2020, are considered to have been presented to the Annual General Meeting. The Financial Statements, the Board of Directors’ Report and the Auditor’s Report are available on the Asiakastieto Group Plc website at https://investors.asiakastieto.fi/annual-general-meetings/.

7. Adoption of the Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds

The Board of Directors proposes to the General Meeting that the General Meeting makes the following resolutions:

8a. The Board proposes that the profit for the financial year ended 31 December 2019 is carried forward to the retained earnings and that an equity repayment of EUR 0.61 per share from the reserve for invested unrestricted shareholders’ equity be distributed (totalling EUR 14 644 307.21 based on the company’s registered total number of shares at the time of the proposal); the amount corresponds to half of the profit for the financial period. The equity repayment from the reserve for invested unrestricted shareholders’ equity will be paid to a shareholder registered in the company’s shareholders’ register held by Euroclear Finland Ltd on the payment record date of 16 June 2020. The Board of Directors proposes that the funds be paid on 25 June 2020. If a minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act would become payable, no equity repayment shall be distributed in accordance with this above-mentioned proposal.

8b. Additionally, the Board of Directors also proposes that the Annual General Meeting authorises the Board, at its discretion, to resolve the distribution of funds to shareholders as equity repayment from the reserve for invested unrestricted shareholders’ equity up to a maximum of EUR 0.34 per share (totalling EUR 8 162 400.74 based on the company’s registered total number of shares at the time of the proposal). Funds would be distributed at a later stage when it is possible to make a more reliable estimate on the impacts of the COVID-19 pandemic on Asiakastieto Group’s business and liquidity. The authorisation is proposed to remain in effect until the start of the subsequent Annual General Meeting, but not past 30 June 2021. The Board may also decide not to use this authorisation. The Board of Directors proposes that the authorisation includes the right for the Board of Directors to decide on all other terms and conditions related to the equity repayment. The Company will publish possible resolutions of the Board of Directors on equity repayments and confirm the record and payment dates of the equity repayments in connection with such resolutions. The equity repayments paid based on the authorisation would be paid to shareholders who on the payment record date of the equity repayment in question are recorded in the company’s shareholders’ register maintained by Euroclear Finland Oy.

As the Board of Directors has proposed a distribution of an equity repayment to the General Meeting, which is not dividend in accordance with company law, it is noted that according to the provisions set out in the temporary legislation a dividend less than the minimum amount of minority dividend has been proposed to the General Meeting, and therefore it is noted that shareholders have the right to demand minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act. The minority dividend must be distributed, if a demand to this effect is made by shareholders who have at least one tenth of all shares. The amount of minority dividend is EUR 14 499 616.94, which corresponds to half of the profit for the financial period. A shareholder demanding minority dividend may vote for the minority dividend in advance voting, and no separate demand or counterproposal is required.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2019

10. Adoption of the Remuneration Policy for Governing Bodies

Since the Annual General Meeting may only be attended through advance voting, the Remuneration Policy for Governing Bodies published on 5 March 2020 as a stock exchange release is considered to have been presented to the Annual General Meeting.

The Remuneration Policy for the Governing Bodies is available on the company’s website.

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

The Shareholders’ Nomination Board proposes increases in the remuneration payable to the Board of Directors. The Shareholders’ Nomination Board proposes that the remunerations payable to the Chairperson of the Board of Directors be EUR 51,000 per year and to other Board members EUR 36,000 per year. In addition, an attendance fee of EUR 500 per Board meeting will be paid for the attendance to the Board meeting.

The Shareholders’ Nomination Board also proposes that the chairpersons of the committees of the Board of Directors will be paid an attendance fee of EUR 500 per committee meeting and the committee members will be paid an attendance fee of EUR 400 per committee meeting.

The Nomination Board proposes that the reasonable travelling expenses for the attendance to the meetings will be paid to members.

The Nomination Board proposes that no remuneration will be paid to the members of the Nomination Board.

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

The Shareholders’ Nomination Board proposes the number of members of the Board of Directors be resolved to be six (6).

13. Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes that Petri Carpén, Patrick Lapveteläinen, Carl-Magnus Månsson, Martin Johansson and Tiina Kuusisto be re-elected as the members of the Board of Directors for the term that will continue until the close of the next Annual General Meeting. In addition, the Shareholders’ Nomination Board proposes that Minna Parhiala be elected as a new member of the Board of Directors for the same term.

The presentations of the proposed persons are available on the company’s website at https://investors.asiakastieto.fi/annual-general-meetings/.

The Shareholders’ Nomination Board has evaluated the proposed persons’ independence of the company and of the major shareholders and it has been determined that the proposal has been made in accordance with the Finnish Corporate Governance Code.

14. Resolution on the remuneration of the auditor

The Board of Directors proposes that the remuneration of the auditor be paid according to the reasonable invoice approved by the Board of Directors’ Audit Committee.

15. Election of the auditor

The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorised Public Accountants Firm, be re-elected as the company’s auditor for a term that will continue until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has announced that the auditor-in-charge would be Martin Grandell, Authorised Public Accountant.

16. Amendment of articles 1 and 13 of the Articles of Association

The Board of Directors proposes that the article regarding the trade name of the company be amended as follows:

1 Trade name

The trade name of the company is Enento Group Oyj. The trade name in English is Enento Group Plc.

Furthermore, the Board of Directors proposes to amend the article on the Annual General Meeting so that the Annual General Meeting shall also resolve, in addition to the items currently listed in article 13 of the Articles of Association, on the adoption of the remuneration policy, when necessary (amended article 13, second paragraph, new sub-item 6), and on the adoption of the remuneration report (amended article 13, second paragraph, new sub-item 7), and that the numbering of current sub-items 6-9 of article 13 be changed accordingly due to the above-mentioned amendments. According to the proposal, article 13 of the Articles of Association would read as follows in its entirety:

13 Annual General Meeting

At the Annual General Meeting the following shall be presented

1. the financial statements and consolidated financial statements, and
2. the Auditor’s Report;

shall be decided upon

3. adoption of financial statements, which encompasses the adoption of the consolidated financial statements,
4. the use of the profit shown on the balance sheet,
5. discharge of the members of the Board of Directors and the Managing Director from liability,
6. adoption of the remuneration policy, when necessary,
7. adoption of the remuneration report,
8. the number of members of the Board of Directors, and
9. the remuneration of the members of the Board of Directors and the auditor; as well as

shall be elected

10. the members of the Board of Directors and
11. the auditor.

17. Authorising the Board of Directors to resolve on the issuance of shares

The Board of Directors proposes that the Board of Directors be authorised to resolve on one or more issuances of shares, including the right to issue new shares in the company or to transfer the company’s treasury shares. The authorisation would cover up to a total of 1,500,000 shares, corresponding to approximately 6.2 per cent of the company’s registered total number of shares at the time of the proposal.

The Board of Directors would also be authorised to resolve on a directed issuance of shares in the company. The authorisation could be used for material arrangements from the company’s point of view, such as financing or carrying out business arrangements or investments or for other such purposes determined by the Board of Directors in which case there would be a weighty financial reason for issuing shares and for a possible directed issuance of shares.

The Board of Directors would be authorised to resolve on all other terms and conditions of the issuance of shares, including the payment period, grounds for the determination of the subscription price and subscription price or issuance of shares without consideration or that the subscription price may be paid besides in cash also by other assets either partially or entirely.

The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until 12 December 2021. If this authorisation is approved, it will revoke the share issuance authorisation granted to the Board of Directors by the Annual General Meeting on 28 March 2019.

18. Authorising the Board of Directors to resolve on the repurchase of the company’s own shares

The Board of Directors proposes that the Board of Directors be authorised to decide, in one or several instalments, on the repurchase of maximum of 1,500,000 of the company’s own shares. The proposed maximum number of shares corresponds to approximately 6.2 per cent of the company’s registered total number of shares at the time of the proposal.

The shares would be repurchased using the company’s invested unrestricted shareholders’ equity, and thus, the repurchases will reduce funds available for distribution. The shares could be repurchased for developing the company’s capital structure, for financing or carrying out potential corporate acquisitions or other business arrangements, to be used as a part of the company’s remuneration or incentive plan or to be otherwise transferred further, retained by the company as treasury shares, or cancelled, for example.

In accordance with the resolution of the Board of Directors, the shares could also be repurchased otherwise than in proposition to the existing shareholdings of the company as directed repurchases at the market price of the shares quoted on the trading venues where the company’s shares are traded or at the price otherwise established on the market at the time of the repurchase.

The Board of Directors shall resolve on all other matters related to the repurchase of the company’s own shares, including on how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting i.e. until 12 December 2021. If this authorisation is accepted, it shall cancel the authorisation to repurchase the company’s shares granted to the Board of Directors by the Annual General Meeting on 28 March 2019.

19. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above-mentioned resolution proposals relating to the agenda of the Annual General Meeting as well as this Notice and Remuneration Policy for Governing Bodies are available on Asiakastieto Group Plc’s website at https://investors.asiakastieto.fi/annual-general-meetings/. The Financial Statements, the Consolidated Financial Statement, the Report of the Board of Directors and the Auditor’s Report of Asiakastieto Group Plc, are available on the above-mentioned website. Copies of these documents and of this Notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 26 June 2020, at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

Shareholders of the company may only participate in the meeting and exercise their shareholder rights by voting in advance or by way of proxy representation as well as by submitting counterproposals and asking questions in advance in accordance with the instructions below.

1. Shareholders registered in the Shareholders’ Register

Each shareholder, who is on the record date for the Annual General Meeting on 2 June 2020 registered in the shareholders’ register of the company held by Euroclear Finland Ltd, has the right to participate in the Annual 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 may only participate in the meeting by voting in advance or by way of proxy representation and by submitting counterproposals and asking questions in advance in accordance with the below instructions.

2. Registration and advance voting service

The registration for the meeting and advance voting will begin on 25 May 2020 when the deadline for submitting counterproposals has passed. A shareholder who is registered in the Shareholders’ Register of the company and wishes to participate in the Annual General Meeting by voting in advance, shall register for the Annual General Meeting and vote in advance by 4 June 2020 at 4:00 pm by which time the registration shall be completed and the votes given.

Requested information shall be given in connection with the registration such as the name, social security or business identity number, address and phone number of the shareholder. The personal data given to Asiakastieto Group Plc or Euroclear Finland Ltd is used only in connection with the Annual General Meeting and with the processing of related registrations.

Earlier registrations submitted to the Annual General Meeting, which was convened to be held on 27 March 2020, are not valid for this Annual General Meeting.

Shareholders who have a Finnish book-entry account may register and vote in advance on certain items on the agenda of the Annual General Meeting during the time period beginning on 25 May 2020 and ending on 4 June 2020 at 4:00 pm by the following means:

a) Through the company’s website at https://investors.asiakastieto.fi/annual-general-meetings/

Please note that the number of the shareholder’s book-entry account is required for voting in advance.

b) Through email or mail

Shareholders may submit the advanced voting form available on the company’s website or corresponding information to Euroclear Finland Ltd by email to [email protected] or by mail to Euroclear Finland Ltd, Annual General Meeting / Asiakastieto Group Oyj, P.O. Box 1110, 00101 Helsinki, Finland. When using the advance voting service the shareholder gives his/her consent for Euroclear Finland Ltd to verify the shareholder’s book-entry account number if necessary in order to register the advance votes.

If a shareholder participates in the Annual General Meeting by way of advance voting, voting in advance is considered as registration for the meeting if all required information is given. Instructions for voting will be available on the company’s website at https://investors.asiakastieto.fi/annual-general-meetings/ at the latest when the advance voting period begins. If needed, additional information is also available through email at [email protected]

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Also the proxy representative of a shareholder may 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 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.

Proxy documents should be delivered to Euroclear Finland Oy by mail Euroclear Finland Oy, Yhtiökokous / Asiakastieto Group Oyj, P.O. Box 1110, FI-00101 Helsinki or by email to [email protected] before the last date for registration, by which time the proxy documents must be received. This also applies to a shareholder who has submitted a proxy document to the Company for the Annual General Meeting, which was planned to be held on 27 March 2020.

4. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting on 2 June 2020, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Annual 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 9 June 2020, 10:00 a.m. (EEST). As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and preregistration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders’ register of the company by the time stated above at the latest. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee registered shares within the registration period for nominee-registered shares.

5. Other instructions and information

Shareholders who hold at least one percent of all the company’s shares are entitled to make counterproposals subject for voting to the agenda points of the Annual General Meeting. Such counterproposals shall be delivered to the company by email to [email protected] no later than 22 May 2020 at 4:00 pm. The shareholder submitting the counterproposal shall present sufficient evidence on his/her shareholding at the date of this notice when delivering the counterproposal. The counterproposal shall be handled at the Annual General Meeting if the shareholder is entitled to attend the Annual General Meeting and if the shareholder holds at least one percent of all the company’s shares on the record date of the Annual General Meeting. If a counterproposal is not taken to be handled at the Annual General Meeting, votes given for the counterproposals will be disregarded. The company shall disclose possible counter-proposals subject for voting on the company’s website at https://investors.asiakastieto.fi/annual-general-meetings/ at the latest on 25 May 2020.

A shareholder may ask questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act on topics included in the meeting agenda until 29 May 2020 at 4:00 pm primarily by email to [email protected] or by mail to Asiakastieto Group Plc / Legal Counsel Juuso Jokela, PO Box 16, FI-00581 Helsinki, Finland. Such shareholders’ questions and the management’s answers thereto as well as possible counterproposals not subject for voting will be available on the company’s website at https://investors.asiakastieto.fi/annual-general-meetings/ at the latest on 3 June 2020. Shareholders are required to present sufficient evidence of their shareholding in order to ask questions and make counterproposals.

On the date of this notice to the Annual General Meeting 18 May 2020, the total number of shares in Asiakastieto Group Plc is 24,007,061 shares and the total number of votes in Asiakastieto Group Plc is 24,007,061.

Helsinki, 18 May 2020

ASIAKASTIETO GROUP PLC
Board of Directors

For further information:
Juuso Jokela, Legal Counsel
Asiakastieto Group Plc
Tel. +358 10 270 7403

Distribution:
Nasdaq Helsinki
Major media
investors.asiakastieto.fi

Asiakastieto Group is one of the leading providers of digital business and consumer information services in the Nordic countries. The Group's products and services are primarily used for risk management, finance and administration, decision-making and sales and marketing purposes. We are operating in Finland under the brand Suomen Asiakastieto and in Sweden under the brand UC. Our annual net sales for 2019 was EUR 146 million and the number of employees was approximately 420. The Group serves several industries, the largest ones including finance and banking as well as wholesale and retail sectors and expert service companies. Asiakastieto Group is listed on Nasdaq Helsinki with the trading code ATG1V. More information about Asiakastieto Group is available at www.asiakastieto.fi and www.uc.se.


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