Notice to Attend the Annual General Meeting

Notice is given to the shareholders of Ukkoverkot Oy of the Annual General Meeting to be held on Wednesday, 12 June 2019 at 1:00 p.m. in the company headquarters at Itämerentori 2, 00180 Helsinki. The reception of attendees, who have registered for the meeting, will commence at 12:30 p.m.

A. Matters on the agenda of the Annual General Meeting

The following matters will be considered at the Annual General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

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

4. Recording of the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the financial term from 1 July 2017 to 31 December 2018

Review by the CEO

7. Adoption of the Financial Statements

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

The Board of Directors proposes to the Annual General Meeting that the loss -5 487 616,71 euros be transferred to the company’s profit/loss account and that no dividend be distributed from financial period.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

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

The Board of Directors proposes to the Annual General Meeting that no changes be made to remuneration of the members of the Board of Directors. Board of Directors members who are not employed or commissioned by the company are remunerated 700 euros per meeting not exceeding 7000 euros per financial term, nonetheless.

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

The Board of Directors proposes to the Annual General Meeting that the number of ordinary members of the Board of Directors shall be three (3) and deputy members of the Board of Directors shall be one (1).

12. Election of the members of the Board of Directors

The current members of the Board of Directors, Mikko Uusitalo (Chairman), Juhani Hintikka and Kari Lehtinen have informed that they are available for the Board of Directors ordinary member position for a term that ends at the end of the Annual General Meeting 2020. Deputy member of the Board of Directors Bridget Cosgrave has informed that she is available for the Board of Directors deputy member position for the mentioned term.

The Board of Directors proposes to the Annual General Meeting that the above-mentioned persons be re-elected to the board ordinary and deputy member positions for a term that ends at the end of the Annual General Meeting 2020.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the auditor’s fees be paid against an invoice approved by the company.

14. Election of the auditor

The Board of Directors proposes to the Annual General Meeting that BDO Oy be re-elected as the company’s auditor for a term that ends at the end of the Annual General Meeting 2020. BDO Oy has informed the company that Authorized Public Accountant Juha Selänne would continue as the auditor in charge.

15. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for resolutions on the matters on the agenda of the Annual General Meeting and this notice are available on Ukkoverkot Oy’s website at https://ukkoverkot.fi/news/

The Annual Report, which includes the company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, will be available at the headquarters of the company on week 22. The proposals for resolutions and the other above-mentioned documents will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 26 June 2019 at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Right to participate and registration

Each shareholder who is on 31 May 2019 registered in the company’s shareholders’ register maintained by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the company’s shareholders’ register.

A shareholder who is registered in the company’s shareholders’ register and wants to participate in the General Meeting must register for the meeting by giving prior notice of attendance no later than on 7 June 2019 at 6:00 p.m. (Finnish time), by which time the registration needs to have been received by the company. Such notice can be given:

a) by mail to Ukkoverkot Oy, AGM, Itämerentori 2, 00180 Helsinki, Finland; or b) by email to company’s General Counsel Olli Kuusi olli.kuusi@ukkoverkot.fi with a subject “Registration to AGM”

In connection with the registration, a shareholder is required to notify his/her name, personal identification number, address, telephone number, the name of a possible assistant and the name and the personal identification number of a possible proxy representative. The personal data are used only in connection with the General Meeting and the processing of related registrations.

A shareholder, his/her authorized representative or proxy representative should, where necessary, be able to prove at the General Meeting their identity and/or right of representation.

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the record date of the General Meeting, i.e. on 31 May 2019, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy at the latest on 31 May 2019 at 10:00 a.m. (Finnish time). This constitutes due registration for the General Meeting with regard to nominee-registered shares.

A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and the registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank must temporarily register a holder of nominee-registered shares who wishes to participate in the General Meeting in the shareholders’ register of the company at the latest by the deadline stated above.

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates 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 for the General Meeting.

Proxy documents should be delivered prior to the expiration of the registration period in original to Ukkoverkot Oy, AGM, Itämerentori 2, 00100 Helsinki, Finland.

4. Other information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting.

On the date of this notice, the total number of A-shares in the company and votes represented by such shares is 5 372 175 shares and votes. In addition, the company has B-shares without right to vote 468 400 shares.

In Helsinki, 24 May 2019

UKKOVERKOT OY
The Board of Directors

 

For more information, please contact:
Olli Kuusi, General Counsel
Tel. +358 40 7731865 olli.kuusi@ukkoverkot.fi