Annual General Meeting 04/2022

Decisions by the Eezy Plc’s Annual General Meeting on 12 April 2022

Eezy Plc’s annual general meeting (AGM) was held on 12 April 2022 starting at 10:00 a.m. at the offices of Castrén & Snellman Attorneys Ltd at Eteläesplanadi 14, Helsinki. The meeting was organised pursuant to the so-called temporary act so that the company’s shareholders and their proxy representatives participated in the meeting and exercised shareholder rights only by voting in advance and by presenting counterproposals and questions in advance.

The AGM approved all proposals included in the notice to the AGM.

The financial statements and the consolidated financial statements for the financial year 2021 were adopted. The members of the board of directors and the CEO were discharged from liability for financial year 2021. The remuneration report for governing bodies was approved.

Dividend

The AGM decided that for the year 2021, a dividend of EUR 0.15 per share be paid in two tranches.

• The first tranche of the dividend, EUR 0.10 per share, will be paid to shareholders who are registered in the company’s shareholder register held by Euroclear Finland Oy on the dividend record date of the first tranche, 14 April 2022. The dividends of this tranche will be paid on 26 April 2022.
• The second tranche of the dividend, EUR 0.05 per share, will be paid to shareholders who are registered in the company’s shareholder register held by Euroclear Finland Oy on the dividend record date, 20 October 2022. The dividends of this tranche will be paid on 27 October 2022.

Board of directors: members and remuneration

Eight members were elected to the board of directors for a term ending at the end of the next annual general meeting following the election.

Tapio Pajuharju, Kati Hagros, Liisa Harjula, Timo Mänty, Paul-Petteri Savolainen, Jarno Suominen and Mika Uotila were re-elected as the members of the board of directors. Mikko Wirén was elected as a new member.

The members of the board of directors will be paid monthly remuneration as follows:

• EUR 4,000 per month for the chairperson of the board and
• EUR 2,000 each per month for all other members of the board.

In addition, members of the board of directors’ committees will be paid a meeting fee of EUR 300 for each committee meeting.

The reasonable traveling expenses of the members of the board of directors are compensated in accordance with the company’s travelling policy and practices.

Auditor

The AGM re-elected the company’s current auditor, KPMG Oy Ab, which has stated that Esa Kailiala, APA, will act as the responsible auditor. The term of the auditor will end at the end of the next annual general meeting following the election.

The auditor’s fees be paid against its reasonable invoice as approved by the company.

Authorisations for the board of directors

The general meeting authorised the board of directors to decide on the repurchase of the company’s own shares using the company’s unrestricted equity under the following terms and conditions:

1. The total maximum number of shares to be repurchased under the authorisation is 2,500,000 shares, which corresponds to approximately 10% of all the shares in the company.
2. The shares will be repurchased in trading organised at Nasdaq Helsinki Oy’s regulated market at a price formed in public trading on the date of repurchase. The shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders.
3. The shares will be repurchased using the company’s distributable unrestricted equity.
4. This authorisation revokes prior authorisations granted to the board of directors to repurchase the company’s own shares.
5. The authorisation is valid until the end of the annual general meeting of 2023, however, for a maximum of 18 months from the general meeting’s resolution on authorisation.

The general meeting authorised the board of directors to decide, in one or more tranches, on the issuances of shares as well as on the issuances of option rights and other special rights entitling to shares as referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act as follows:

1. The total maximum number of shares to be issued under the authorisation is 2,500,000 shares, which corresponds to approximately 10% of all the shares in the company.
2. The board of directors decides on all the terms and conditions regarding the issuances of shares and the issuances of option rights and other special rights entitling to shares. The authorisation concerns both the issuance of new shares and the transfer of the company’s own shares.
3. The share issues, issuances of option rights and other special rights entitling to shares can take place in deviation from the shareholders’ pre-emptive subscription right (directed issue) if the company has a weighty financial reason to do so, such as the financing or the implementation of a merger or acquisition, the development of the company’s capital structure or the implementation of the company’s incentive schemes.
4. The total maximum number of shares to be issued for the purpose of implementing the company’s incentive schemes is 250,000 shares, which corresponds to approximately 1% of all the shares in the company. For the avoidance of doubt, the above number of shares to be issued for the implementation of incentive schemes is included in the overall number of the issuance authorisation referred to in section 1 above.
5. Based on the authorisation, the board of directors is also authorised to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10% of all the shares in the company. This amount includes shares that may be held by the company and its subsidiaries in the manner provided for in chapter 15, section 11, subsection 1 of the Finnish Limited Liability Companies Act.
6. The authorisation revokes prior share issue authorisations granted to the board of directors.
7. The authorisation is valid until the end of the annual general meeting of 2023, however, for a maximum of 18 months from the general meeting’s resolution on share issue authorisation.

Minutes of the meeting:

Invitation materials

Eezy Plc’s annual general meeting is to be held on 12 April 2022 starting at 10:00 a.m. It will not be possible for shareholders or their proxy representatives to participate in the meeting in person, but participation will take place in advance in the manner described in this notice.

Registration has ended: Registration period was between 22 March 12:00 p.m. – 5 April 16:00 p.m.

CEO Sami Asikainen’s video presentation (in Finnish):
https://eezy.videosync.fi/2022-toimitusjohtajan-katsaus 

Notice convening Eezy Plc’s Annual General Meeting on 12 April 2022 

Eezy Plc’s annual general meeting is to be held on 12 April 2022 starting at 10:00 a.m. at the offices of Castrén & Snellman Attorneys Ltd at Eteläesplanadi 14, Helsinki. It will not be possible for shareholders or their proxy representatives to participate in the meeting in person, but participation will take place in advance in the manner described in this notice.

In order to prevent the spread of the COVID-19 epidemic, the company’s board of directors has decided to adopt the exceptional meeting procedure provided for in the temporary act 375/2021, which temporarily deviates from some of the provisions of the Finnish Limited Liability Companies Act. The board of directors has decided to take the measures permitted by the temporary act in order to hold the general meeting while taking into account the health and safety of the shareholders, the company’s personnel and other stakeholders.

The company’s shareholders can participate in the meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance. Instructions for shareholders are provided in section C. Instructions for the participants in the general meeting.

It will not be possible to participate in the meeting in person. The company’s members of the board of directors, CEO, other management or auditor will not be present at the meeting venue and no video link to the meeting venue will be provided.

The CEO’s pre-recorded address will be published on the company’s website on the date of the meeting at the latest.

The company’s largest shareholders, Sentica Buyout V Ky, NoHo Partners Plc and Meissa-Capital Oy, which on the date of this notice represent in aggregate over 58 per cent of the votes vested in the company’s shares, have notified the company in advance that they support the proposed resolutions on agenda of the general meeting included in this notice.

A. Agenda of the general meeting

At the general meeting, the following matters will be considered:

1. Opening of the meeting
2. Calling the meeting to order

Attorney Pauliina Tenhunen will serve as the chairperson of the meeting.

If Pauliina Tenhunen 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 the person to scrutinise the minutes and the person to supervise the counting of votes

Attorney Teresa Kauppila will serve as the person to scrutinise the minutes and supervise the counting of votes.

If Teresa Kauppila is prevented from serving as the person to scrutinise the minutes and supervise the counting of votes for a weighty reason, the board of directors will appoint another person they deem most suitable to scrutinise the minutes and 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 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 6 a of the Finnish 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 Oy.

6. Presentation of the financial statements, the report of the board of directors and the auditor’s report for the year 2021

Because it is only possible to participate in the general meeting by voting in advance, the company’s financial review published on 16 March 2022, which includes the company’s financial statements, the report of the board of directors and the auditor’s report for the year 2021 and which is available on the company’s website, will be deemed to have been presented to the general meeting.

7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the use of the profit shown by the balance sheet and on the distribution of dividends

The board of directors proposes to the general meeting that, based on the balance sheet to be adopted for 2021, a dividend of a maximum of EUR 0.15 per share be paid in two tranches.

The board of directors proposes that the first tranche of the dividend, EUR 0.10 per share, be paid to shareholders who are registered in the company’s shareholder register held by Euroclear Finland Oy on the dividend record date of the first tranche, 14 April 2022. The board of directors proposes that the dividends of this tranche be paid on 26 April 2022.

The board of director proposes that the second tranche of the dividend, EUR 0.05 per share, be paid to shareholders who are registered in the company’s shareholder register held by Euroclear Finland Oy on the dividend record date of the second tranche, 20 October 2022. The board of directors proposes that the dividends of this tranche be paid on 27 October 2022.

9. Resolution on the discharge of the members of the board of directors and the CEO from liability
10. Consideration of the remuneration report for governing bodies

Because it is only possible to participate in the general meeting by voting in advance, the remuneration report for governing bodies, published by the company on 16 March 2022 and available on the company’s website, will be deemed to have been presented to the general meeting. 

11. Resolution on the remuneration of the members of the board of directors

Shareholders that on the date of this notice to the general meeting represent in aggregate over 58 per cent of the votes vested in the company’s shares propose to the general meeting that the remuneration of the board of directors remain unchanged and in accordance with the resolution made by the annual general meeting on 13 April 2021. Pursuant to the proposal, the members of the board of directors will be paid monthly remuneration as follows:

• EUR 4,000 per month for the chairperson of the board and
• EUR 2,000 each per month for all other members of the board.

In addition, members of the board of directors’ committees will be paid a meeting fee of EUR 300 for each committee meeting.

The reasonable traveling expenses of the members of the board of directors are compensated in accordance with the company’s travelling policy and practices.

12. Resolution on the number of members of the board of directors

Shareholders that on the date of this notice to the general meeting represent in aggregate over 58 per cent of the votes vested in the company’s shares propose to the general meeting that eight (8) members be elected to the board of directors.

13. Election of the members of the board of directors

Shareholders that on the date of this notice to the general meeting represent in aggregate over 58 per cent of the votes vested in the company’s shares propose to the general meeting that the current members of the board of directors, Tapio Pajuharju, Kati Hagros, Liisa Harjula, Timo Mänty, Paul-Petteri Savolainen, Jarno Suominen and Mika Uotila, be re-elected for a term ending at the end of the next annual general meeting following the election. Timo Laine has announced that he will not stand for re-election to the board of directors. Mikko Wirén is proposed to be elected as a new member of the board of directors. Mikko Wirén is independent of the company and its significant shareholders.

Personal information and positions of trust of all the individuals proposed as members of the board and a description of the primary working experience of Mikko Wirén are available on the company’s website.

14. Resolution on the remuneration of the auditor

The board of directors proposes to the general meeting that the auditor’s fees be paid against its reasonable invoice as approved by the company.

15. Election of the auditor

Upon the recommendation of the audit committee, the board of directors proposes to the general meeting the re-election of the company’s current auditor, audit firm KPMG Oy Ab, which has stated that Esa Kailiala, APA, will act as the responsible auditor.

The term of the auditor will end at the end of the next annual general meeting following the election.

16. Authorising the board of directors to decide on the repurchase of company’s own shares

The board of directors proposes that the general meeting authorise the board of directors to decide on the repurchase of the company’s own shares using the company’s unrestricted equity under the following terms and conditions:

1. The total maximum number of shares to be repurchased under the authorisation is 2,500,000 shares, which corresponds to approximately 10 per cent of all the shares in the company.
2. The shares will be repurchased in trading organised at Nasdaq Helsinki Oy’s regulated market at a price formed in public trading on the date of repurchase. The shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders.
3. The shares will be repurchased using the company’s distributable unrestricted equity.
4. This authorisation revokes prior authorisations granted to the board of directors to repurchase the company’s own shares.
5. The authorisation is valid until the end of the annual general meeting of 2023, however, for a maximum of 18 months from the general meeting’s resolution on authorisation.

17. Authorising the board of directors to decide on the issuances of shares as well as the issuances of option rights and other special rights entitling to shares

The board of directors proposes that the general meeting authorise the board of directors to decide, in one or more tranches, on the issuances of shares as well as on the issuances of option rights and other special rights entitling to shares as referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act as follows:

1. The total maximum number of shares to be issued under the authorisation is 2,500,000 shares, which corresponds to approximately 10 per cent of all the shares in the company.
2. The board of directors decides on all the terms and conditions regarding the issuances of shares and the issuances of option rights and other special rights entitling to shares. The authorisation concerns both the issuance of new shares and the transfer of the company’s own shares.
3. The share issues, issuances of option rights and other special rights entitling to shares can take place in deviation from the shareholders’ pre-emptive subscription right (directed issue) if the company has a weighty financial reason to do so, such as the financing or the implementation of a merger or acquisition, the development of the company’s capital structure or the implementation of the company’s incentive schemes.
4. The total maximum number of shares to be issued for the purpose of implementing the company’s incentive schemes is 250,000 shares, which corresponds to approximately 1 per cent of all the shares in the company. For the avoidance of doubt, the above number of shares to be issued for the implementation of incentive schemes is included in the overall number of the issuance authorisation referred to in section 1
5. Based on the authorisation, the board of directors is also authorised to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10% of all the shares in the company. This amount includes shares that may be held by the company and its subsidiaries in the manner provided for in chapter 15, section 11, subsection 1 of the Finnish Limited Liability Companies Act.
6. The authorisation revokes prior share issue authorisations granted to the board of directors.
7. The authorisation is valid until the end of the annual general meeting of 2023, however, for a maximum of 18 months from the general meeting’s resolution on share issue authorisation.

18. Closing of the meeting

B. Documents of the general meeting  

This notice to the general meeting, which includes all the proposals for the decisions on the matters on the agenda of the general meeting is available on Eezy Plc’s website at https://sijoittajat.eezy.fi/en/investors/annual-general-meeting-04-2022/

Eezy Plc’s financial review, which includes the company’s financial statements, the report of the board of directors and the auditor’s report for the year 2021, and the company’s remuneration report for governing bodies are available at the above website. Copies of the proposals for the decisions and other documents mentioned above as well as of this notice to the general meeting will be sent to shareholders upon request.

The minutes of the general meeting will be available on the above website no later than on 26 April 2022.

C. Instructions for the participants in the general meeting  

Shareholders can participate in the general meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance in accordance with the instructions provided below. Shareholders may participate in the general meeting and exercise their rights at the meeting by way of proxy representation in accordance with the instructions provided below. The proxy representative of a shareholder must also vote in advance.

It will not be possible to participate in the meeting in person. 

1. Shareholders registered in the shareholder register

Each shareholder who is registered on the record date of the general meeting 31 March 2022 in the company’s shareholder register maintained by Euroclear Finland Oy has the right to participate in the general meeting. Shareholders whose shares are registered on their personal Finnish book-entry account are registered in the company’s shareholder register.

2. Registration and voting in advance

The registration period and advance voting period commence on 22 March 2022 at 12:00 noon after the expiration of the deadline for delivering counterproposals to be put to a vote that is set out below in section 5. Shareholders who are registered in the company’s shareholder register and who wish to participate in the general meeting must register for the meeting and vote in advance no later than on 5 April 2022 at 4:00 p.m., by which time the registration and the votes must be received by the company.

In connection with the registration, shareholders are required to provide information such as their name, personal identification number/business ID, address and telephone number as well as the name and personal identification number of their proxy representative. The personal data given to Eezy Plc or Euroclear Finland Oy by shareholders is used only in connection with the general meeting and in connection with the processing of the related necessary registrations.

Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the time period from 22 March 2022 at 12:00 noon to 5 April 2022 at 4:00 p.m. in the following ways:

a) On the company’s website at https://sijoittajat.eezy.fi/en/investors/annual-general-meeting-04-2022/

If the shareholder is an individual, electronic registration and voting in advance on the website of the company requires strong electronic authentication. Strong electronic authentication takes place with a Finnish bank ID or Finnish mobile ID.

If the shareholder is a legal person, electronic registration and voting in advance on the website of the company does not require strong electronic authentication. However, legal persons must provide the number of their book-entry account and other requested information. If an entity is using Suomi.fi e-Authorization, the registration of the authorized person requires, nevertheless, strong electronic identification with online banking codes or mobile ID.

b) By post or e-mail

Shareholders may send the advance voting form available on the company’s website or corresponding information by e-mail to the address yhtiokokous@euroclear.eu or by post to the address Euroclear Finland Oy, Yhtiökokous / Eezy Oyj, PO Box 1110, FI-00101 Helsinki.

If the shareholder participates in the general meeting by submitting advance votes to Euroclear Finland Oy, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the general meeting, provided that the information required for registration listed above is given.

The advance voting form and instructions on voting are available on the company’s website at https://sijoittajat.eezy.fi/en/investors/annual-general-meeting-04-2022/ as of the beginning of the advance voting on 22 March 2022 at the latest. 

3. Holders of nominee registered shares

Holders of nominee registered shares have the right to participate in the general meeting by virtue of such shares based on which they would be entitled to be registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of the general meeting 31 March 2022. In addition, the right to participate requires that holders of nominee registered shares be temporarily registered to the shareholder register maintained by Euroclear Finland Oy based on these shares on 7 April 2022 at 10:00 a.m. at the latest. As regards nominee registered shares, this constitutes due registration for the general meeting. Changes in shareholdings occurring after the record date of the general meeting will not affect the right to attend the general meeting or the number of votes of the shareholder.

Holders of nominee registered shares are advised to contact their custodian bank in good time to request the necessary instructions regarding registration in the temporary shareholder register of the company, the issuing of proxy documents and registration for the general meeting. The account operator of the custodian bank has to register a holder of nominee registered shares who wishes to participate in the annual general meeting into the temporary shareholder register of the company at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee registered shares.

4. Proxy representative and proxy documents

Shareholders may participate in the general meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.

Shareholders who do not vote in advance personally are requested to use the proxy document service offered by the company and to authorise a designated proxy representative, Oskari Jokinen, Master of Laws, from Castrén & Snellman Attorneys Ltd or a person appointed by him, to represent the shareholder and exercise the shareholder’s right to vote at the general meeting in accordance with their voting instructions. Authorising the designated proxy representative will not accrue any costs for the shareholder, excluding possible fees for delivering the proxy documents. Further information about the designated proxy representative is available at www.castren.fi/people/oskari-jokinen/

Shareholders may also authorise other proxy representatives, if they so wish. A proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with the registration for the general meeting.

A proxy template with voting instructions is available on the company’s website at https://sijoittajat.eezy.fi/en/investors/annual-general-meeting-04-2022/ on 22 March 2022 at the latest. Any proxy documents are requested to be delivered primarily by e-mail to the address yhtiokokous@eezy.fi. Alternatively, a proxy document may be delivered by post to the address Eezy Oyj, Aino Nylander, Itämerenkatu 3, FI-00180 Helsinki. The proxy documents must be delivered before the registration period expires on 5 April 2021 at 4:00 p.m., by which time the proxy documents must be received by the company.

Submitting a proxy document before the end of the registration period constitutes due registration for the general meeting, provided that the required information listed above is given in the proxy document. Submitting a proxy document that is assigned to the designated proxy representative offered by the company and that includes voting instructions before the end of the registration period constitutes due registration for the general meeting and due advance voting, provided that the information required for registration listed above and the shareholder’s voting instructions are given in the proxy document.

Entities can also use Suomi.fi e-Authorization service instead of a traditional power of attorney. To do so an entity must authorize its representative in Suomi.fi e-Authorization at the address: https://www.suomi.fi/e-authorizations by using the mandate “Representation at the General Meeting”. In connection with the registration to the meeting, the authorized person must identify him/herself in Euroclear Finland Oy’s general meeting services through strong electronic identification after which the e-Authorization is automatically verified. 

5. Other instructions / information

Shareholders who hold at least one one-hundredth of all the shares in the company have the right to make counterproposals concerning the proposed decisions on the agenda of the general meeting to be placed for a vote. The counterproposals should be delivered to the company by e-mail to the address yhtiokokous@eezy.fi no later than on 21 March 2022 at 4:00 p.m. In connection with the counterproposals, the shareholders must present a statement of their shareholding in the company. A counterproposal is admissible for consideration at the general meeting if the shareholder who has made the counterproposal has the right to attend the meeting and represents at least one one-hundredth of all shares in the company on the record date of the general meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting. The company will publish the counterproposals eligible for voting on the company’s website at https://sijoittajat.eezy.fi/en/investors/annual-general-meeting-04-2022/ on 22 March 2022 at the latest.

Shareholders have the right to pose questions respect to the matters to be considered at the meeting pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act by email to the address yhtiokokous@eezy.fi or by post to the address Eezy Oyj, Aino Nylander, Itämerenkatu 3, FI-00180 Helsinki no later than on 29 March 2022 at 4:00 p.m. The company will publish the shareholders’ questions along with the management’s and the board of directors’ responses as well as any counterproposals not eligible for voting on the company’s website at https://sijoittajat.eezy.fi/en/investors/annual-general-meeting-04-2022/ on 1 April 2022. at the latest. Posing questions and counterproposals requires the shareholders to present an adequate statement of their shareholding in the company.

On the date of this notice to the general meeting, 16 March 2022, the total number of shares in Eezy Plc is 25,046,815, which represent equal number of votes.

Helsinki, 16 March 2022

EEZY PLC

Board of directors

Appendices

Notice of General Meeting
Financial Statements 2021
Remuneration Report 2021
Privacy Statement

The proxy template and the advance voting form:

Proxy template
Advance voting form

Information on the proposed new Board member:

Mikko Wirén

b.1972, Lic.Med.

Pihlajalinna Plc’s Chairman of the Board of Directors

Primary work experience: founded Pihlajalinna in 2001, Pihlajalinna Group’s CEO 2014–2016. Pihlajalinna Terveys Oy, CEO 2005–2016, General Practitioner and Occupational Health Physician 2001–2011, Parkano Health Centre Physician 2001–2005; MWW Yhtiö Oy, CEO 2004–

Other simultaneous positions of trust: Vice Chairman of the Board of LocalTapiola’s Pirkanmaa regional company, Member of the Board of Ipanala Oy.

Questions from shareholders:

• Could you provide detailed information available on performance metrics and their weights that accompanies the specific profitability targets? Is there information available about the long-term incentives’ metrics weights? On long-term incentive program, do you apply a restriction period?
• Answer:  Regarding the short-term incentives, the main weight is on performance factors (profit and revenue). Minor part of the possible incentive is based on personal targets.  Regarding long-term incentives, the performance criterias are profitability (EBIT-%)  and revenue. Profitability has more weight than revenue growth. There is no restriction period related to the shares.