St1 Nordic Oy, reg.no. 2082259-7
Firdonkatu 2, reception 6th floor
The shareholders of St1 Nordic Oy are invited to the Extraordinary General Meeting, which will be held on 12. October 2022, from 12.00 hours in the premises of Scandic Pasila, Maistraatinportti 3, 00240 Helsinki, Finland, meeting room Esteri.
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. Authorization for the Board to the acquisition of own shares
The Board of Directors proposes to the Extraordinary General Meeting that the General Meeting would authorize the company's board of directors to decide on the acquisition of the company's own shares in accordance with Chapter 15 of the Limited Liability Companies Act, otherwise than in proportion to the shareholders' holdings, as follows:
The Board of Directors proposes that not more than 350.000 shares are acquired and that the General Meeting authorizes the Board of Directors to decide on the time interval during which the shares may be offered and after which the Board of Directors makes the acquisition decision. It is proposed that the authorization would be valid until the close of the next Annual General Meeting.
It is proposed that the price is EUR 28.70 per share, which is based on the Group's equity of the previous confirmed financial year, minus the dividend paid and divided by the number of shares.
In addition, it is proposed that a minimum of 1000 shares or, if the shareholder owns less than 1000 shares, all shares owned by the shareholder must be offered for acquisition. If more than the authorized number of shares is offered for acquisition, 1000 shares will be acquired from all those who have offered shares. In addition, from those who have offered more than 1000 shares, the shares will be acquired in proportion to the total number of shares they offered until the amount the Board of Directors decides to acquire. Only shares owned by the shareholder, that are not subject to any pledge rights, or other similar rights may be offered for acquisition.
There is a compelling financial reason for acquisition of the company's own shares; planning an incentive program, clarifying the ownership structure of the company and enabling shareholders who wish to do so to sell shares.
The acquisition of the company's own shares in accordance with the authorization may be made in one or more instalments.
7. Closing of the meeting
Annual General Meeting documents and participation
The proposals for decisions on the agenda of the Extraordinary General Meeting are mainly included in the notice. The proposals for resolutions will also be available at the Extraordinary General Meeting. Documents describing the company's financial position will also be available at the Extraordinary General Meeting:
• most recent financial statements
• decisions on the distribution of funds made after the end of the financial year;
• Interim financial statements
• a report by the Board of Directors on events that have occurred after the end of the financial year or after the preparation of any recent interim financial statements that materially affect the company's position, currently none;
Notice of participation in the Extraordinary General Meeting is kindly requested to be sent by e-mail to email@example.com by 9.10.2022. However, pre-registration is not a prerequisite for the right to participate.
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.
Shareholders who represent more than 96 % of shares have announced that they support the main proposals made to the Extraordinary General Meeting. Managing Director Henrikki Talvitie will represent the company’s main owner Mika Anttonen as well as Kim Wiio and Mikko Koskimies in the meeting with a power of attorney. Talvitie will also represent the board members at the Extraordinary General Meeting.
Helsinki 28 September 2022
St1 Nordic Oy
The Board of Directors