Kotipizza Group Oyj - Notice to general meeting

Kotipizza Group Oyj: NOTICE OF THE ANNUAL GENERAL MEETING OF KOTIPIZZA GROUP OYJ

Kotipizza Group Oyj
Stock Exchange Release 11 May 2017 at 4.30pm (EEST)

NOTICE OF THE ANNUAL GENERAL MEETING OF KOTIPIZZA GROUP OYJ

Notice is given to the shareholders of Kotipizza Group Oyj that the Annual
General Meeting will be held on Wednesday 17 May 2017 starting at 3:00 p.m.
Finnish time at Scandic Park Helsinki. The address is Mannerheimintie 46, 00260
Helsinki. The reception of persons who have registered to attend the Annual
General Meeting and the distribution of voting slips will commence at 2:30 p.m.
Finnish time. Refreshments will be served after the meeting.

The Annual General Meeting will be conducted in the Finnish language.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

 1. Opening of the meeting

 2. Calling the meeting to order

 3. Election of persons to verify the minutes and persons 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 financial period 1 February 2016
    - 31 January 2017

 7. Adoption of  the  Financial  Statements

 8. Resolution on the use of the profit shown on the balance sheet and the
    payment of distribution to shareholders

The Board of Directors proposes to the Annual General Meeting that, on the basis
of the adopted balance sheet for financial period ending 31 January 2017, no
dividends will be paid.

The Board of Directors proposes that EUR 0,50 per share is distributed from the
reserves for invested unrestricted equity. According to the proposal the
distribution will be paid to shareholders who on the distribution payment record
date Friday 19 May 2017, are recorded in the company's shareholder register
maintained by Euroclear Finland Ltd. The Board of Directors proposes that the
distribution is paid on Friday 30 May 2017.

 9. Resolution on  the  discharge of the members of the Board of Directors and
    the Managing Director from liability

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

The Board of Directors proposes to the Annual General Meeting that the number of
Board of Directors members would be six.

 11. Election of the Members and the Chairman of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that the following
remuneration is paid to the members of the Board of Directors:

Chairman EUR 3 500 per month (EUR 42 000 per year) and members EUR 2 000 per
month (EUR 24 000 per year). Separate meeting remuneration would not be paid for
meetings of the Board of Directors, but it is proposed that EUR 400 be paid to
each chairman of the committees of the Board of Directors for each committee
meeting and EUR 200 be paid to each member of the committees of the Board of
Directors for each committee meeting.

 12. Election of the Members and the Chairman of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that current
members of the Board of Directors Minna Nissinen, Petri Parvinen, Kim Hanslin
and Kalle Ruuskanen are re-elected as members of the Board of Directors and
Virpi Holmqvist as well as Dan Castillo are elected as new members of the Board
of Directors for a term continuing until the end of the next Annual General
Meeting.

Furthermore, the Board of Directors proposes that Kalle Ruuskanen is elected as
Chairman of the Board of Directors.

All candidates have consented to being elected. All candidates are presented on
the company's website.

 13. Resolution on the remuneration of the Auditor

The Board of Directors proposes to the Annual General Meeting that the
remuneration of the auditor is paid according to invoice approved by the
company.

 14. Election of the Auditor

The Board of Directors proposes to the Annual General Meeting that the current
auditor, auditing firm Ernst & Young Oy is re-elected as the auditor for a term
continuing until the end of the next Annual General Meeting.

 15. Authorization of the Board of Directors to decide on share issues

 1. The authorization may be used in full or in part by issuing shares in
    Kotipizza Group Oyj in one or more issues so that the maximum number of
    shares issued is 635 000 shares.

 2. The Board of Directors may also decide on a directed share issue in
    deviation from the shareholders' pre-emptive rights in case there is a
    weighty financial reason to do so, such as in order to finance or carry out
    acquisitions or other business transactions, develop the company's capital
    structure, or in order to use the shares for an incentive scheme. The Board
    of Directors would be authorized to decide to whom and in which order the
    shares will be issued. In the share issues shares may be issued for
    subscription against payment or without charge.

 3. Based on the authorization, the Board of Directors is also authorized to
    decide on a share issue without payment directed to the company itself,
    provided that the number of shares held by the company after the issue would
    be a maximum of 10 per cent of all shares in the company. This amount
    includes shares held by the company and its subsidiaries in the manner
    provided for in Chapter 15, section 11 (1) of the Companies Act.

 4. This authorization includes the right for the Board of Directors to decide
    on the terms and conditions of the share issues and measures related to the
    share issues in accordance with the Companies Act, including the right to
    decide whether the subscription price will be recognized in full or in part
    in the invested unrestricted equity reserve or as an increase to the share
    capital.

 5. The authorization is valid until 31 July 2018.

 6. The authorization will supersede the authorization to decide upon share
    issues given to the company's Board of Directors on 11 May 2016.

 16. Closing of the meeting



B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice of meeting and Kotipizza Group Oyj's Financial Statement,
Consolidated Financial Statement, the auditor's report and proposals of the
Board of Directors are available for shareholders on the company's website at
kotipizzagroup.com/investors as of 25 April 2017. The notice of meeting and
other documents mentioned above are also available for viewing at the Annual
General Meeting.

The company will not publish a printed annual report.

The minutes of the Annual General Meeting will be available on the above-
mentioned website no later than Tuesday 30 May 2017.

C. INSTRUCTIONS FOR THOSE PARTICIPATING IN THE ANNUAL GENERAL MEETING

 1. The right to participate and registration

Each shareholder who is registered in the shareholder register of the company
maintained by Euroclear Finland Ltd on the record date of the Annual General
Meeting, which is Friday 5 May 2017, has the right to participate in the Annual
General Meeting. A shareholder whose shares are registered in their personal
Finnish book-entry account is registered in the shareholder register of the
company.

A shareholder who is registered in the company's shareholder register and who
wishes to participate in the Annual General Meeting must register for the Annual
General Meeting no later than Friday, 12 May 2017 at 10 a.m. Finnish time by
giving a prior notice of participation. Such notice can be given:

a) on the company's website: kotipizzagroup.com/investors by following therein
given instructions;

b) in writing by mail: Kotipizza Group Oyj, Heidi Nieminen, Hermannin rantatie
2 B, 00580 Helsinki.

The notice through company's website or in writing must arrive before the end of
the notice period.

When registering, a shareholder shall notify their name, personal identification
number or business ID number, address, telephone number and the name of any
assistant or proxy representative and the personal identification number of any
proxy representative. The personal data disclosed by shareholders to Kotipizza
Group Oyj will be used only in connection with the Annual General Meeting and
with the processing of related registrations.

In the meeting if necessary, a shareholder, his/her assistant or proxy
representative must be able to verify their identity and/or right to represent
the shareholder.

 2. Holders 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, Friday 5 May 2017, would be entitled to be
registered in the shareholder 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 shareholder register held by Euroclear Finland Ltd no later
than on Friday 12 May 2017 by 10 a.m. Finnish time. 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 registration in the temporary shareholder
register of the company, the issuing of proxy documents and registration for the
Annual General Meeting from his/her custodian bank. The account manager of the
custodian bank will register a holder of nominee-registered shares who wishes to
participate in the Annual General Meeting into the temporary shareholder
register of the company at the latest by the time stated above.

 3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Annual General Meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner prove his/her right to represent the shareholder at the Annual
General Meeting. If a shareholder participates in the Annual General Meeting by
means of several proxy representatives representing the shareholder with shares
in different securities accounts, the shares in respect of which each proxy
representative represents the shareholder shall be identified in connection with
registration for the Annual General Meeting.

Any proxy documents should be notified in connection with registration and they
should be delivered in originals to Kotipizza Group Oyj, Heidi Nieminen,
Hermannin rantatie 2 B, 00580 Helsinki, Finland, before the last date for
registration.

 4. Other information

In accordance with Section 25 of Chapter of the Limited Liability Companies Act,
shareholders present at the Annual General Meeting have the right to present
questions on the matters discussed at the meeting.

On the date of this notice, Tuesday 25 April 2017, the total number of shares
and votes of the company is 6 351 201.

Helsinki 25 April 2017

Kotipizza Group Oyj

Board of Directors



REGISTRATION FOR THE ANNUAL GENERAL MEETING

Notice of attendance

Documents of the Annual General Meeting

You need Acrobat Reader to view the Documents. Download it here.

Kotipizza Group Oyj Financial Statement 2016
Kotipizza Group Oyj Corporate Governance Statement
Kotipizza Group Oyj Proposed Members of the Board of Directors
Kotipizza Group Oyj Remuneration Statement


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Attachments:

Kotipizza Group Oyj Annual Report 2016.pdf