St1 Nordic Oy, reg.no. 2082259-7
Firdonkatu 2, reception 6th floor
Notice of St1 Nordic Oy’s Annual General Meeting
The shareholders of St1 Nordic Oy are invited to the Annual General Meeting, which will be held on 24 April 2020, from 09:00 hours in the premises of St1 at Firdonkatu 2, 00520 Helsinki, Finland. The reception is on the 6th floor.
Due to the restrictions on gatherings imposed by the corona virus situation, we kindly ask shareholders not to participate in the Annual General Meeting. In the meeting, only the already published financial statements will be presented and there will be no catering. Shareholders who represent more than 96 % of shares have announced that they support the main proposals made to the Annual General Meeting. Managing Director Henrikki Talvitie will represent the company’s main owner Mika Anttonen in the meeting with a power of attorney.
The following matters will be addressed at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and supervise the counting of votes
4. Declaration of validity of the meeting
5. Recording the attendance and adoption of the list of votes
6. Presentation of the financial statements, the Report on Operations and the Auditor’s Report for 2019
7. Adoption of the financial statements
8. Appropriation of profit as shown on the balance sheet and resolution on the payment of dividends
The Board of Directors proposes to the Annual General Meeting that the company will not pay a dividend on the previous financial year’s profit with the ordinary Annual General Meeting’s decision due to the financial uncertainty caused by the covid-19 virus. However, the Board of Directors proposes that the Annual General Meeting authorizes the board, on its discretion, after the covid-19 situation has stabilized, to decide to pay a dividend from the previous financial year’s result which is a maximum of EUR 0.39 per share equalling as a maximum a total of EUR 15,107,476.92. The authorization is valid until the start of the next ordinary Annual General Meeting.
9. Discharging 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
It is proposed to the Annual General Meeting that the members of the Board of Directors, excluding the chairman of the board, be reimbursed the following cash fee for the term expiring at the end of the following Annual General Meeting:
- members of the Board of Directors, EUR 50,000 each
11. Resolution on the number of members of the Board of Directors
It is proposed to the Annual General Meeting that the number of members of the Board of Directors be set at five (5).
12. Election of the members of the Board of Directors
It is proposed to the Annual General Meeting that the following persons be re-elected as members of the Board of Directors for the term expiring at the end of the following Annual General Meeting:
- Mika Anttonen,
- Kim Wiio,
- Mikko Koskimies
- Sampsa Halinen
In addition, it is proposed to the Annual General Meeting that a new member is elected to the board for the corresponding term
- Kati Ihamäki
Kati Ihamäki acts currently as Vice President Brand and Corporate responsibility at OP. Prior to this Ihamäki has worked long as among others as Director Corporate Sustainability at Finnair.
Due to the restrictions on gatherings imposed by the corona virus situation, Kati Ihamäki will not participate in this Annual General Meeting.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the elected auditor be reimbursed as per a reasonable invoice.
14. Election of the auditor
The Board of Directors proposes to the Annual General Meeting that the audit firm Price Waterhouse Coopers Oy be re-elected as auditor for the term expiring at the end of the following Annual General Meeting. They have indicated that Janne Rajalahti, APA, would act as chief auditor.
15. Closing of the meeting
Annual General Meeting documents and participation
The proposals for decisions on the agenda of the Annual General Meeting are mainly included in the notice. The company's financial statements, Report of Operations and Auditor's Report are available at the company's website www.st1.com. The proposals for decisions and the other documents mentioned above will also be available for viewing at the Annual General Meeting.
Notice of participation in the Annual General Meeting is kindly requested to be sent by e-mail to email@example.com by 16 April 2020.
The shareholder, their agent or proxy representative shall, if necessary, be able to prove their identity and/or the right of representation. A shareholder may participate in the Annual General Meeting and exercise their rights there through a proxy representative. A proxy representative of a shareholder shall produce a dated power of attorney or otherwise, in a reliable manner, prove that they are entitled to represent the shareholder.
Helsinki 8 April 2020
St1 Nordic Oy
The Board of Directors