Corporate governance

Annual General Meeting

Pursuant to the Finnish Companies Act, shareholders exercise their decision-making powers at General Meetings of shareholders. Pursuant to the Finnish Companies Act and the Company’s Articles of Association, the Annual General Meeting of shareholders of a company must be held annually within six months of the end of the financial year.

At the Annual General Meeting of shareholders, the financial statements, including the income statement, statement of financial position and cash flow statement with notes thereto and consolidated financial statements, are presented to the shareholders for adoption. At the Annual General Meeting of shareholders, shareholders also make decisions regarding, among other things, the use of profits shown on the statement of financial position, the discharge from liability of the members of the Board of Directors and the Chief Executive Officer as well as the election of the members of the Board of Directors and auditors and their respective remuneration.

An extraordinary General Meeting of shareholders in respect of specific matters must be convened when deemed necessary by the Board of Directors, or when requested in writing by an auditor of the company or by shareholders representing at least one tenth of all of the issued and outstanding shares in the company.

The General Meeting is usually convened by the Board of Directors. The notice to the General Meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website or in one or several widely circulated newspapers designated by the Board of no earlier than three (3) months and no later than three (3) weeks before the General Meeting of shareholders, but at least nine (9) days before the record date of the General Meeting of shareholders referred to in Chapter 5, Section 6a of the Finnish Companies Act.

In order to participate to the General Meeting of shareholders, a shareholder must register with the company no later than on the date specified in the notice of the meeting, which may be no earlier than ten (10) days prior to the General Meeting of shareholders.
The General Meeting of shareholders must be held in Tampere. However, the Board of Directors may decide that the General Meeting of Shareholders shall be held without a meeting venue, in which case the shareholders shall exercise their voting rights during the meeting in full and in real time by means of data connection and technical aids (remote meeting).