Asiakastieto Group Plc's Notice to the Annual General Meeting

19/02/2016

ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE 19 FEBRUARY 2016, 04.15 P.M. EET

Asiakastieto Group Plc's Notice to the Annual General Meeting

Notice is given to the shareholders of Asiakastieto Group Plc to the Annual General Meeting to be held on 1 April 2016 starting at 10:00 a.m. (EET) at Finlandia Hall (Terrace Hall, address Mannerheimintie 13 E, Helsinki). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:30 a.m. (EET).

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

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

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 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 year 2015

7. Adoption of the Financial Statements

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

The Board of Directors proposes that from the financial year ended 31 December 2015, funds be distributed EUR 0.77 per share, i.e. EUR 11,628,677.06 in total. The Board of Directors proposes that the distribution of funds is composed of EUR 0.72 in dividend and EUR 0.05 as capital repayment from the reserve for invested unrestricted equity (taking into account rounding). The dividend and capital repayment from the reserve for invested unrestricted equity shall be paid to shareholders registered in the company's shareholders' register held by Euroclear Finland Ltd on the payment record date of 5 April 2016. The Board of Directors proposes that the funds be paid on 12 April 2016.

The Board of Directors also proposes that the Annual General Meeting authorise the Board, at its discretion, to resolve the distribution of funds to shareholders as capital repayment from the reserve for invested unrestricted equity of no more than EUR 0.23 per share, i.e. EUR 3,473,500.94 in total.

The Board of Directors can also decide not to use this authorisation. The Board of Directors proposes that the authorisation includes the right for the Board of Directors to decide on all other terms and conditions related to the capital repayment. The authorisation is proposed to remain in effect until the start of the subsequent Annual General Meeting, but not past 30 June 2017.

The intention of the Board of Directors is to decide upon the capital repayment later during 2016, if the sale of the shares in the premises owned by the Group is carried out.

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 Shareholders' Nomination Board proposes that the Chairman of the Board of Directors be remunerated EUR 40,000 annually and that the members of the Board of Directors be remunerated EUR 25,000 annually. No separate remuneration for attendance to meetings of the Board of Directors shall be paid. For attending the Board Committee meetings, the Chairmen of the Committee shall be remunerated EUR 500 per meeting and the Committee members shall be remunerated EUR 400 per meeting. The Nomination Board also proposes that the members of the Shareholders' Nomination Board shall not be remunerated. Reasonable travel expenses for attending the meetings shall be reimbursed to the members.

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

The Shareholders' Nomination Board proposes the number of members of the Board of Directors be resolved to be five (5).

12. Election of members of the Board of Directors

The Shareholders' Nomination Board proposes that the current members of the Board of Directors Petri Carpén, Bo Harald and Anna-Maria Ronkainen be re-elected as the members of the Board of Directors for the term until the close of the next Annual General Meeting. In addition, the Shareholders' Nomination Board proposes that Patrick Lapveteläinen and Carl-Magnus Månsson be elected as new members of the Board of Directors for the same term.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes that the remuneration of the auditor be paid according to the reasonable invoice approved by the Board of Directors' Audit Committee.

14. Election of auditor

The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorized Public Accountants firm, be re-elected as the company's auditor for a term that will continue until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified the company that Authorised Public Accountant Juha Matti Tuomala would be the auditor-in-charge.

15. Authorising the Board of Directors to resolve on the issuance of shares

The Board of Directors proposes to be authorised to resolve on one or more issuances, which contain the right to issue new shares or dispose of the shares in the possession of the company. The authorisation would consist of up to 1,000,000 shares in the aggregate.

The Board of Directors would be authorised to decide on a directed issue. The authorisation is proposed to be used for material arrangements from the company's point of view, such as financing or implementing business arrangements or investments or for other such purposes determined by the Board of Directors in which case a weighty financial reason for issuing shares would exist.

The Board of Directors would be authorised to resolve on all other terms and conditions of the issuance of shares, including the payment period, grounds for the determination of the subscription price and subscription price or allocation of shares free of charge or that the subscription price may be paid besides in cash also by other assets either partially or entirely.

The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting. If this authorisation is approved, it shall cancel the share issue authorisation granted to the Board of Directors by the written resolution of the sole shareholder of the company on 10 March 2015. 

16. Authorising the Board of Directors to decide on the repurchase of the company's own shares

The Board of Directors proposes to be authorised to decide on the repurchase of maximum of 1,000,000 company's own shares, in one or several instalments.

The shares would be repurchased with the company's unrestricted shareholders' equity, and the repurchases will reduce funds available for distribution of profits. The shares could be repurchased for example to develop the company's capital structure, carry out or finance potential corporate acquisitions or other business arrangements, to be used as a part of the company's incentive programme or to be otherwise conveyed further, retained as treasury shares, or cancelled.

Shares may be repurchased in accordance with the resolution of the Board of Directors also in a proportion other than in which shares are owned by the shareholders (directed acquisition), using funds belonging to the company's unrestricted equity and at the market price of the shares quoted on regulated market organized by Nasdaq Helsinki Ltd or otherwise established on the market at the time of the repurchase.

The Board of Directors would decide how shares will be repurchased. Among other means, derivatives may be used in acquiring the shares. According to the authorisation, the Board of Directors decides on all other matters related to the repurchase of the shares. The authorisation is proposed to be effective for 18 months from the close of the Annual General Meeting. If this authorisation is accepted, it shall cancel the authorisation to repurchase the company's shares granted to the Board of Directors by the written resolution of the sole shareholder of the company on 10 March 2015. 

17. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above-mentioned resolution proposals relating to the agenda of the Annual General Meeting as well as this Notice are available on Asiakastieto Group Plc's website at investors.asiakastieto.fi. The Annual Report, the Report of the Board of Directors and the Auditor's Report of Asiakastieto Group Plc, are available on the above-mentioned website no later than 11 March 2016. The proposals for decisions and the other above-mentioned documents are also available at the Annual General Meeting. Copies of these documents and of this Notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 15 April 2016, at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is on the record date for the Annual General Meeting on 18 March 2016 registered in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.

A shareholder who is registered in the shareholders' register of the company and wants to participate in the Annual General Meeting shall register for the meeting no later than 29 March 2016 at 4:00 p.m. (EET) by giving a prior notice of participation. Such notice can be given a) on the website at investors.asiakastieto.fi; or b) by e-mail to ir@asiakastieto.fi or c) by mail Asiakastieto Group Plc / Manager, legal affairs Juuso Jokela, PO Box 16, FI-00581 Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identification number, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of a proxy representative. The personal data given to Asiakastieto Group Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.

2. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting on 18 March 2016, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd. at the latest by 29 March 2016, 10:00 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

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

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual 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 Annual General Meeting.

When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to Asiakastieto Group Plc / Manager, legal affairs Juuso Jokela, PO Box 16, FI-00581 Helsinki, Finland before the last date for registration.

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual 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 to the Annual General Meeting 19 February 2016, the total number of shares in Asiakastieto Group Plc is 15,102,178 shares and the total number of votes in Asiakastieto Group Plc is 15,102,178.

Helsinki, 19 February 2016

ASIAKASTIETO GROUP PLC
The Board of Directors

For further information:
Jukka Ruuska, CEO
tel. +358 10 270 7111

Distribution:
Nasdaq Helsinki Ltd
major media
investors.asiakastieto.fi