St1 Nordic Oy, business ID 2082259-7
Firdonkatu 2, reception 6th floor
The shareholders of St1 Nordic Oy are invited to the Annual General Meeting, which will be held on 25 April 2023, from 13:00 hours in Original Sokos Hotel Tripla in Pasila, meeting room Pasila-Kumpula, at Fredrikanterassi 1 B, 00520 Helsinki. The hotel will have signs and personnel will be guiding to the meeting place.
Shareholders who represent more than 96 % of shares have announced that they support the proposals made to the Annual 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 Annual General Meeting.
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 2022
7. Adoption of the financial statements
8. Appropriation of profit as shown on the balance sheet and resolution on the payment of dividendsThe Board of Directors proposes to the Annual General Meeting that the company will pay a dividend from the previous financial year’s result EUR 1,00 per share equalling a total of EUR 38,591.233,00. Dividend is not paid to shares owned by the company. The board also proposes that dividend will be paid to shareholders who are registered as shareholders on 20 April 2023 and that dividend is paid on 28 April 2023.
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 four (4).
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
• Kati Ihamäki
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. Amendment of Section 8 of the Articles of Association
The Board of Directors proposes to the Annual General Meeting that Article 8 of the Articles of Association is amended such that, if the Board of Directors so decide, shareholders may attend the Annual General Meeting using a remote connection and technical means as a so-called hybrid meeting and if necessary, instead of a physical meeting venue, the Annual General Meeting may also be held in its entirety remotely as a so-called remote meeting.
According to the proposal, Article 8 would in its entirety read as follows:
"The Annual General Meeting shall be held each year within six (6) months of the end of the previous financial year, on a date determined by the Board of Directors. The Board of Directors may decide that the shareholders may also attend the Annual General Meeting in such a way that a shareholder exercises his/her decision-making power by using a data communication connection and a technical device before or during the Annual General Meeting. The Board of Directors may also decide that the Annual General Meeting is organised without a meeting venue so that the shareholders exercise their full decision-making power in real-time by using a telecommunications connection and a technical device during the meeting.”
16. 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 18 April 2023.
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 11 April 2023
St1 Nordic Oy
The Board of Directors