Finnlines - Notice to general meeting

Finnlines Plc's notice to the Annual General Meeting

Helsinki, Finland, 2011-03-22 12:03 CET (GLOBE NEWSWIRE) -- Finnlines Plc  
Stock Exchange Release   22 March 2011 at 13:00 

FINNLINES PLC'S NOTICE TO THE ANNUAL GENERAL MEETING



Notice is given to the shareholders of Finnlines Plc to the Annual General
Meeting to be held on Tuesday, 19 April 2011 at 12.00 at Hotel Radisson Blu
Royal Hotel, Runeberginkatu 2, Helsinki, Finland. The reception of persons who
have registered for the meeting will begin at 11.00. 



A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING



At the Annual General Meeting, the following matters will be considered:



1. Opening of the meeting



2. Calling to order of the meeting



3. Election of the persons to confirm the minutes and to verify the counting of
the 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 Annual Accounts of 2010, the Report of the Board of
Directors and the Auditor's Report for the Year 2010 



Presentation of the report of the Chairman of the Board of Directors.



7. Adoption of the Annual Accounts



8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 



The Board of Directors proposes to the Annual General Meeting that no dividend
shall be paid for the accounting period ended on 31 December 2010 and,
therefore, no dividend payment date shall be determined. 



9. Resolution on the discharge of the Members of the Board of Directors and the
President/CEO from liability 



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



Shareholders representing over 65 percent of the shares and votes of the
Company propose to the Annual General Meeting that the annual remuneration
payable to the members of the Board to be elected at the Annual General Meeting
for the term until the close of the Annual General Meeting in 2012 be unchanged
from 2010 as follows: EUR 50 000 for the Chairman, EUR 40 000 for the Vice
Chairman, and EUR 30 000 for each member. 



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



Shareholders representing over 65 percent of the shares and votes of the
Company propose to the Annual General Meeting that the number of Board Members
be six. 



12. Election of members of the Board of Directors



Shareholders representing over 65 per cent of the shares and votes of the
company propose to the Annual General Meeting that all current Board Members be
re-elected for the term until the close of the Annual General Meeting in 2012:
Emanuele Grimaldi, Gianluca Grimaldi, Diego Pacella, Antti Pankakoski, Olav K.
Rakkenes and Jon-Aksel Torgersen. All candidates have consented to being
re-elected. The candidates are presented on the Company's Internet site. 



13. Resolution on the remuneration of the Auditors



The Board of Directors proposes that the auditors to be elected at the Annual
General Meeting be reimbursed in accordance with the Auditors' invoice approved
by the Company. 



14. Election of the Auditor



The Annual General Meeting shall elect the Auditor and the Deputy Auditor.



15. Authorization of the Board of Directors to decide on the issuance of shares



The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on the issuance of shares in one or several
tranches. 



Based on the authorization, the Board of Directors may decide on the issuance
of new shares in one or several tranches so that the total number of shares
issued based on the authorization is 20 000 000, at maximum. The proposed
maximum number corresponds to approximately 43 percent of all the outstanding
shares in the Company on the date of this notice. 



Based on the authorization, the Board of Directors may decide to issue shares
in derogation from the shareholders' pre-emptive right (a directed share
issue). The Board of Directors is authorized to decide to whom and in which
order the shares will be issued. The authorization includes the right of the
Board of Directors to decide on the terms and conditions of the share issues
and matters related to the measures in accordance with the Companies Act. 



The authorization is proposed to be in force until the next Annual General
Meeting. The authorization replaces the Annual General Meeting's authorization
to decide on a share issue of 14 April 2010. 



16. Other possible proposals to the Annual General Meeting



17. Closing of the meeting


B. DOCUMENTS OF THE ANNUAL GENERAL MEETING



The above proposals of the Board of Directors relating to the agenda of the
Annual General Meeting as well as this notice are available on the Company's
Internet site at www.finnlines.com. The annual report of the Company, including
the Company's Annual Accounts, the report of the Board of Directors and the
Auditor's report for the 2010 financial period, is scheduled to be available on
the above-mentioned Internet site as of 28 March 2011. The proposals of the
Board of Directors and the Annual Accounts will also be available at the
meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The Minutes of the Annual General Meeting will be
available on the above-mentioned Internet site at the latest as of May 3, 2011. 


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING


1. Shareholder registered in the Shareholders' Register



Each shareholder, who is registered on April 7, 2011, the record date of the
meeting, in the Register of Shareholders 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
accounts is registered in the Company's shareholders' register. 



A shareholder, who wants to participate in the Annual General Meeting, shall
register for the meeting by giving a prior notice of participation no later
than Thursday, 14 April 2011 at 16:00 (Finnish time) by which time the
registration needs to arrive in the Company. Such notice can be given: 

a) by e-mail to IR@finnlines.com;
b) by telephone to the number +358 10 343 4404 from 9:00 (Finnish time) and
16:00, Mon-Fri; 
c) by telefax to the number +358 10 343 4425; or
d) by mail to the address Finnlines Plc, Share Register, POB 197, FIN-00181
Helsinki, Finland. 



In connection with the registration, a shareholder shall notify his/her name,
address or e-mail address, telephone number and the name of a possible
assistant or counsel. The personal data disclosed by the shareholders to
Finnlines Plc will only be used in connection with the Annual General Meeting
and the processing of related necessary registrations. 



The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation. 



2. Holder of nominee registered shares



A holder of nominee-registered shares has the right to participate in the
Annual General Meeting, if he or she has, based on his or her shareholding, the
right to be entered in the Shareholder Register on April 7, 2011, the record
date of the Annual General Meeting. In addition, the right to participate
requires that the holder of nominee registered shares is temporarily entered to
the Shareholders' Register held by Euroclear Finland Ltd based on these shares
by 14 April 2011, 10:00 (Finnish time), being the third banking day preceding
the date of the Annual General Meeting. This is also considered registration
for the Annual General Meeting as regards nominee registered shares. 



Such a shareholder is advised to request from his/her custodian bank, without
delay, the necessary instructions regarding the registration in the temporary
shareholder's register of the Company, the issuing of proxy documents and
registration for the Annual General Meeting. The account operator of the
custodian bank has to register a holder of nominee registered shares who wishes
to participate in the Annual General Meeting into the temporary shareholders'
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 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 in 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 the Share Register
(at the address: Finnlines Plc, Share Register, POB 197, FIN-00181 Helsinki,
Finland) before the last date for registration. 



4. Other information



Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is
present at the 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, 22 March 2011, the
total number of shares in Finnlines Plc is 46 821 037 shares and the total
number of votes is 46 821 037 votes. 



The Annual General Meeting will be held in Finnish with simultaneous
interpretation in English. The review of Mr Emanuele Grimaldi, the Chairman of
the Board of Directors of the Company, will be held in English with
simultaneous interpretation in Finnish. 



Helsinki 22 March 2011



Finnlines Plc

The Board of Directors