Annual General Meeting
Annual General Meeting
The Annual General Meeting is Silmäasema’s highest decision-making body. According to the Company’s Articles of Association, the Annual General Meeting shall be held each year within six months of the close of the financial period.
In accordance with the Finnish Limited Liability Companies Act and the Company’s Articles of Association, the Annual General Meeting decides on matters such as
- The confirmation of the financial statements and the Group financial statements;
- The use of the profit indicated in the balance sheet;
- The discharge from liability for the members of the Board of Directors and the Managing Director;
- The number of the standing members and deputy members of the Board;
- The selection of the Board members and their fees;
- The selection of the auditor and the auditor’s fee;
The Annual General Meeting may also decide on, for instance
- Share issue
- The purchase and conveyance of the Company’s shares
- Authorisation of the Board’s share issue and share buyback
- Share ownership and share option programs.
According to the Finnish Limited Liability Companies Act, a shareholder has the right to bring a matter belonging to the Annual General Meeting to be discussed by the Annual General Meeting if he/she demands in written form from the Board of Directors on time for the matter to be included in the invitation to the meeting. Silmäasema shall announce on its website the date by which the shareholder must present the matter for the Annual General Meeting to discuss. The date will be announced no later than the end of the financial period preceding the Annual General Meeting.
When needed, the Company may also hold extraordinary general meetings. In addition, shareholders, who alone or together own at least 10% of the Company’s shares, have the right to demand the summons of an extraordinary general meeting to discuss the matter put forward.
The Company’s Board of Directors shall summon an Annual General Meeting with a notice published on the website no earlier than three months and no later than three weeks prior to the Meeting, and it shall not be delivered later than nine days prior to the record date of the meeting. The invitation to the Annual General Meeting and the Board’s suggestions for the Annual General Meeting shall be published as a stock exchange release. The invitation will also be published on the Company’s website.
The Chair of the Company’s Board of Directors, the Board members, CEO and the main auditor shall be present at the Annual General Meeting. Persons nominated to become Board members must also be present at the Annual General Meeting where the election is decided.
The agenda, proposed resolutions and the Meeting material shall be available on the Company’s website no later than three weeks prior to the Annual General Meeting.
The decisions of the Annual General Meeting shall be announced after the Meeting with a stock exchange release. The minutes of the Annual General Meeting shall be published on the Company’s website within two weeks of the Meeting. The documents of the Annual General Meeting shall be available on the Company’s website for at least five years from the Meeting.
Right to participate and vote
The right to participate in the Annual General Meeting and to vote there requires that the shareholder has been registered in the shareholders' register maintained by Euroclear Finland Oy no later than eight week days prior to the Annual General Meeting (record date of the meeting). In order to participate in the Annual General Meeting, the shareholder must inform the Company no later than the date stated in the invitation. This date may be a maximum of ten days prior to the Annual General Meeting.
A shareholder may participate in the Meeting personally or through a representative or an authorised person. The representative and the authorised person must present a proxy or otherwise demonstrate in a reliable way that they are authorised to represent the shareholder.
Each share entitles the owner to one vote in the Annual General Meeting. If the shareholder’s shares have been registered in more than one book entry account, the shareholder has the right to use a different authorised person for the shares of each book entry account.