Asiakastieto Group Oyj - Notice to general meeting

Asiakastieto Group Plc's Notice to the Annual General Meeting

ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE 15 FEBRUARY 2019 at 4.00 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 Thursday 28 March 2019 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 9:15 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 Consolidated Financial
Statements, the Report of the Board of Directors and the Auditor's Report for
the year 2018

Review by the CEO.

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
2018, funds be distributed EUR 0.95 per share, i.e. EUR 22,756,265.80 in total
based on the company's registered total number of shares at the time of the
proposal. The Board of Directors proposes that the distribution of funds is
composed of EUR 0.47 per share in dividend and EUR 0.48 per share as equity
repayment from the reserve for invested unrestricted shareholders' equity. The
dividend and equity repayment from the reserve for invested unrestricted
shareholders' equity will be paid to a shareholder registered in the company's
shareholders' register held by Euroclear Finland Ltd on the payment record date
of 1 April 2019. The Board of Directors proposes that the funds be paid on 11
April 2019.

The remunerations to be paid on the basis of the Performance Share Plan 2016 and
Matching Share Plan 2015 of the company's management's Long Term Incentive Plan
are further expected to result in an issuance of 39,328 new shares in
Asiakastieto Group Plc, entitling to the distribution of funds from the
financial year 2018, in which case the total amount of distributed funds would
be EUR 22,793,627.40.

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 increases in the remuneration
payable to the Board of Directors. The Shareholders' Nomination Board proposes
that the remunerations payable to the Chairperson of the Board of Directors be
EUR 50,000 per year and to other Board members be EUR 35,000 per year. In
addition, an attendance fee of EUR 500 per Board meeting will be paid for the
attendance to the Board meeting. The Shareholders' Nomination Board also
proposes that the chairpersons of the committees of the Board of Directors will
be paid an attendance fee of EUR 500 per committee meeting and the committee
members will be paid an attendance fee of EUR 400 per committee meeting.

The Nomination Board proposes that no remuneration will be paid to the members
of the Nomination Board but it proposes that the reasonable travelling expenses
for the attendance to the meetings will be paid to 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 six (6).

12. Election of members of the Board of Directors

The Shareholders' Nomination Board proposes that Petri Carpén, Patrick
Lapveteläinen, Carl-Magnus Månsson and Martin Johansson be re-elected as the
members of the Board of Directors for the term that will continue until the
close of the next Annual General Meeting. In addition, the Shareholders'
Nomination Board proposes that Petri Nikkilä and Tiina Kuusisto be elected as
new members of the Board of Directors for the same term. The presentations of
the proposed persons are available on the company's website at
https://investors.asiakastieto.fi/ by 7 March 2019 at the latest.

The Shareholders' Nomination Board has evaluated the proposed persons'
independence of the company and of the major shareholders and it has been
determined that of the proposal is in accordance with the Finnish Corporate
Governance Code.

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, Authorised
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 announced that the auditor-in-charge would be
Martin Grandell, the Authorised Public Accountant.

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

The Board of Directors proposes that the Board of Directors be authorised to
resolve on one or more issuances of shares, including the right to issue new
shares in the company or to transfer the company's treasury shares. The
authorisation would cover up to a total of 1,500,000 shares, corresponding 6.3
per cent of the company's registered total number of shares at the time of the
proposal.

The Board of Directors would also be authorised to resolve on a directed
issuance of shares in the company. The authorisation could be used for material
arrangements from the company's point of view, such as financing or carrying out
business arrangements or investments or for other such purposes determined by
the Board of Directors in which case there would be a weighty financial reason
for issuing shares or for a directed issuance of shares.

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 issuance
of shares without payment 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 i.e. until 28 September 2020. If this authorisation
is approved, it will revoke the share issuance authorisation granted to the
Board of Directors by the Annual General Meeting on 22 March 2018.

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

The Board of Directors proposes that the Board of Directors be authorised to
decide, in one or several instalments, on the repurchase of maximum of
1,500,000 company's own shares. The proposed maximum number of shares
corresponds to approximately 6.3 per cent of the company's registered total
number of shares at the time of the proposal.

The shares would be repurchased using the company's invested unrestricted
shareholders' equity, and thus, the repurchases will reduce funds available for
distribution. The shares could be repurchased for developing the company's
capital structure, for financing or carrying out potential corporate
acquisitions or other business arrangements, to be used as a part of the
company's remuneration or incentive plan or to be otherwise transferred further,
retained by the company as treasury shares, or cancelled, for example.

In accordance with the resolution of the Board of Directors, the shares could
also be repurchased otherwise than in proposition to the existing shareholdings
of the company as directed repurchases at the market price of the shares quoted
on the trading venues where the company's shares are traded or at the price
otherwise established on the market at the time of the repurchase.

The Board of Directors shall resolve on all other matters related to the
repurchase of the company's own shares, including on how shares will be
repurchased. Among other means, derivatives may be used in acquiring the shares.
The authorisation is proposed to be effective for 18 months from the close of
the Annual General Meeting i.e. until 28 September 2020. If this authorisation
is accepted, it shall cancel the authorisation to repurchase the company's
shares granted to the Board of Directors by the Annual General Meeting on 22
March 2018.

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 Financial Statements, the Consolidated
Financial Statement, 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 7 March 2019. 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 11 April 2019, 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 2019 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 on 25 March 2019 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.

The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation at the meeting venue.

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 2019, 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 25 March 2019, 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 Finnish 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 15 February 2019, the
total number of shares in Asiakastieto Group Plc is 23,953,964 shares and the
total number of votes in Asiakastieto Group Plc is 23,953,964.

Helsinki, 15 February 2019

ASIAKASTIETO GROUP PLC
Board of Directors

For further information:
Juuso Jokela, Legal Councel
Asiakastieto Group Plc
tel. +358 10 270 7403

Distribution:
Nasdaq Helsinki Ltd
main communication channels
investors.asiakastieto.fi

Asiakastieto Group is one of the leading providers of digital business and
consumer information services in the Nordic countries. The Group's products and
services are primarily used for risk management, finance and administration,
decision-making and sales and marketing purposes. We are operating in Finland
under the brand Suomen Asiakastieto and in Sweden under the brand UC. Our pro
forma annual net sales for 2017 was EUR 134 million and the number of employees
was approximately 450. The Group serves several industries, the largest ones
including finance and banking as well as wholesale and retail sectors and expert
service companies. Asiakastieto Group is listed on Nasdaq Helsinki with the
ticker ATG1V. More information about Asiakastieto Group is available at
www.asiakastieto.fi and www.uc.se.






[]