Tamtron Group Plc | Company Release | March 18, 2024 at 13:00:00 EET
Tamtron Group Oyj’s Annual General Meeting will be held on Thursday April 11, 2024 at 1:00 pm at the company’s premises located at Vestonkatu 11, 33580 Tampere, Finland. The reception for those who have registered for the General Meeting will begin at 12:30 pm.
After the General Meeting, the shareholders have an opportunity to visit the company’s production facilities on a separate factory tour.
A. MATTERS ON THE 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
3. Appointment of persons 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
6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditors’ report for the financial year 2023.
- Presentation of the CEO’s review
7. Adoption of the financial statements and the consolidated financial statements
8. Use of profit shown on the balance sheet
The Board of Directors of Tamtron Group Oyj proposes that no dividends be distributed for the financial year 2023.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO
10. Handling of the remuneration report
11. Resolution on the remuneration of the members of the Board of Directors
The shareholders who represents more than 80% of the company’s shares and votes have informed that, at the General Meeting, they will propose that members of the board are paid remuneration until the next annual general meeting as follows:
- A board member who does not work for Tamtron Group Oyj or a company belonging to the group will be paid EUR 1,000 per month as a remuneration, regardless of the number of meetings, and will be reimbursed for reasonable expenses and travel costs incurred from attending the meetings in accordance with the group's travel guidelines.
- A board member who works for Tamtron Group Oyj or a company belonging to the group will not be paid a remuneration, but will be reimbursed for reasonable expenses and travel costs incurred from attending the meetings in accordance with the group's travel guidelines.
- The chairman of the board, who does not work for Tamtron Group Oyj or a company belonging to the group, will be paid 1,500 euros per month as a remuneration, regardless of the number of meetings, and will be reimbursed for reasonable expenses and travel costs incurred from attending the meetings in accordance with the group's travel guidelines.
12. Resolution on the number of members of the Board of Directors
The shareholders who represent more than 80% of the company’s shares and votes have informed that, at the General Meeting, they will propose that five members are elected to the board of directors.
13. Election of members of the Board of Directors
The shareholders who represent more than 80% of the company’s shares and votes have informed that, at the General Meeting, they will propose that current board members Pentti Asikainen, Hannu Kytölä, Mikko Leinonen, Tero Luoma and Pia Hautamäki will be re-elected to the board of directors.
Further information on the proposed members of the Board of Directors can be found at Tamtron Group Oyj’s website at https://tamtrongroup.com/fi/sijoittajat/hallinnointi/yhtiokokous/.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Shareholder Meeting that the elected auditor be paid remuneration based on a reasonable invoice.
15. Election of auditor
The Board of Directors proposes to the General Shareholder Meeting that the current auditing firm KPMG Oy Ab will be chosen as auditor, which has announced KHT Petri Sonninen as the principal auditor. The auditor's term will last until the next annual general shareholder meeting.
16. Authorization of the Board of Directors to decide on a share issues as well as on the granting of option rights and other special rights providing entitlement to shares
The Board of Directors proposes to the General Meeting that the Board shall be authorized to decide on one or more share issues and option rights and the granting of other special rights providing entitlement to shares as specified in Section 10(1) of the Limited Liability Companies Act, as follows:
The total number of shares issued on the basis of the authorization may not exceed 1,094,006, which corresponds to approximately 15.0 % of total amount of shares.
The Board of Directors decides on all terms and conditions for the share issues and options as well as on the terms and conditions for the granting of special rights providing entitlement to shares. This authorization concerns both the issue of new shares and the selling of the company's own shares. Share issues and the provision of option rights as well as that of other rights providing entitlement to shares as specified in Section 10(1) of the Limited Liability Companies Act may take place deviating from the shareholders' pre-emptive right to subscription (directed issue).
The authorization issued by the Annual General Meeting on April 27, 2023 to decide on the share issues is canceled by this authorization.
It is proposed that the authorization will remain in force until October 10, 2025.
17. Authorization of the Board of Directors to decide on the repurchase of company’s own shares
The Board of Directors proposes to the General Meeting that the Board shall be authorized to decide on the repurchase of company’s own shares in one or more lots on the following conditions.
By virtue of the authorization, the Board of Directors is entitled to acquire a maximum of 350,000 shares which corresponds to approximately 4.8 % of company’s total amount of shares. The shares may be repurchased by using the unrestricted equity of the company only. The company’s own shares shall be acquired at the market price prevailing at the time of the repurchase through public trading.
The Board of Directors will decide how the company’s own shares are to be acquired. The company’s own shares may be acquired in deviation from the proportion of ownership of the shareholders (directed acquisition).
It is proposed that the authorization will remain in force until October 10, 2025.
18. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
This invitation, including all proposals by the Board of Directors and the shareholders relating to the matters on the agenda of the General Meeting, is available at Tamtron Group Oyj’s website at https://tamtrongroup.com/fi/sijoittajat/hallinnointi/yhtiokokous. Tamtron Group Oyj’s Annual Report, which includes the company’s financial statements, the consolidated financial statements, the report of the Board of Directors and the auditors’ report, as well as the company’s remuneration report will be made available on the aforementioned website no later than March 21, 2024. The Annual report as well as the company’s remuneration report will also be sent to shareholders upon request. The minutes of the General Shareholder Meeting will be available on the aforementioned website by April 25, 2024.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Right to participate and registration
Each shareholder, who is registered on March 28, 2024 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 in his/her/its 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 who wishes to participate in the General Meeting must register for the General Meeting no later than April 8, 2024 at 4:00 pm. Registration to the General Meeting may be done:
- by e-mail to investors@tamtron.com; or
- by post to Tamtron Group Oyj, sijoittajasuhteet, P.O. Box 15, FI-33561, Tampere, Finland.
The letter or e-mail of registration must have arrived before the registration deadline.
In connection with the registration, the person registering should state the name and personal identification number/business registration number of the shareholder as well as the name of a possible assistant or proxy representative and the personal identification number of the proxy representative. The personal data submitted by shareholders to Tamtron Group Oyj will only be used in connection with the General Meeting and the processing of registrations required for it.
The shareholder, his/her/its authorized representative or proxy representative must, where necessary, be able to prove his/her identity and/or right or representation at the meeting venue.
2. Use of a proxy representative and powers of attorney
A shareholder may participate in the General Meeting and use his/her/its rights at the General Meeting by means of a proxy representation.
A shareholder’s proxy representative must present a dated power of attorney, or he/she/it must in some other credible way demonstrate that he/she/it has been authorized to represent the said shareholder. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares based on which each proxy representative is representing the shareholder must be specified at the time of registration for the General Meeting.
Original powers of attorney should be sent by post to Tamtron Group Oyj, sijoittajasuhteet, P.O. Box 15, FI-33561, Tampere, Finland before the end of the registration period.
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of those shares based on which he/she/it, on March 28, 2024, 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 also requires that the shareholder on the basis of such shares is temporarily registered in the shareholders’ register of the company maintained by Euroclear Finland Oy no later than April 8, 2024 by 10:00 am. As regards nominee-registered shares, this constitutes due registration for the General Meeting.
The holders of nominee-registered shares are advised to request from their custodian bank, in good time, the instructions they need concerning registration in the company’s temporary shareholders’ register, the issuing of powers of attorney, and registration for the General Meeting. The account management organization of the custodian bank must register the holder of a nominee-registered share who wishes to participate in the Annual General Meeting in the company’s temporary shareholders’ register no later than April 8, 2024 by 10:00 am.
4. Other instructions/information
A shareholder who is present at the General Meeting has the right to present questions with respect to matters to be considered at the Meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act.
On March 18, 2024, the date of the invitation to the General Meeting, Tamtron Group Oyj has a total of 7,293,376 shares and votes.
Coffee catering will be available before the General Meeting as from 12:30 pm.
After the General Meeting, the shareholders have an opportunity to visit the company’s production facilities on a separate factory tour. In addition to the factory tour, there’s an opportunity to get a demonstration of Tamtron’s digital mScales weighing service and it’s AI-based image recognition. Shareholders who wish to attend the factory tour are requested to sign up for the tour beforehand when registering their participation to the General Meeting.
Cars can be parked in at quest parking at the company premises at Vestonkatu 11, 33580 Tampere.
Tampere, February 18, 2024
TAMTRON GROUP OYJ BOARD OF DIRECTORS
Further information:
CEO Mikko Keskinen, Tamtron Group Oyj, +358 40 596 4831