Taaleri Oyj - Notice to general meeting

Invitation to Annual General Meeting

TAALERI PLC INVITATION TO ANNUAL GENERAL MEETING 28 FEBRUARY 2017 AT 9:30

Time                   Wednesday 29 March 2017 at 3 p.m.

Place                  Pörssitalo, Fabianinkatu 14, 00100 Helsinki

The shareholders of Taaleri Plc are invited to the Annual General Meeting,
which will be held on Wednesday 29 March 2017 starting at 3pm at Pörssitalo,
Fabianinkatu 14, 00100 Helsinki. 

Admittance of those registered for the meeting and the distribution of voting
tickets will begin at 2pm. 

A. MEETING AGENDA

  1. Opening of the meeting
  2. Calling the meeting to order
  3. Election of the persons scrutinising the minutes and supervising vote
     counting
  4. Recording the legality of the meeting
  5. Recording those present and confirming the voters list
  6. Presentation of the 2016 Financial Statements, Annual Report, and Auditor’s
     Report – Review by the CEO
  7. Adoption of the Financial Statements
  8. Allocation of the profit shown on the balance sheet, and deciding on
     dividend distribution
  9. Deciding on the discharge from liability for the members of the Board of
     Directors and the CEO
 10. Deciding on the remuneration of the members of the Board of Directors
 11. Deciding on the number of the members of the Board of Directors
 12. Election of the members of the Board of Directors
 13. Deciding on the auditor’s remuneration
 14. Election of the auditor
 15. Authorising the Board of Directors to make a decision on the purchase of
     the company’s treasury shares
 16. Authorising the Board of Directors to make a decision on share issue
 17. The maximum ratio between fixed and variable component of remuneration
 18. Amending of Section 7 of the Articles of Association
 19. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

Decision proposals and this meeting invitation can be viewed by shareholders on
Taaleri Plc’s website at
www.taaleri.com/en/investor-relations/general-meetings. Taaleri Plc’s Financial
Statements, Annual Report and Auditor’s Report will be available on 8 March
2017 or sooner on the above-mentioned website and at the company’s head office
at Kluuvikatu 3, 00100 Helsinki. The decision proposals submitted to the Annual
General Meeting and the financial statements documents are also available at
the Annual General Meeting. 

The minutes of the Annual General Meeting can be viewed by shareholders at the
above-mentioned website on 12 April 2017 or sooner. 

C. INSTRUCTIONS FOR THE MEETING ATTENDEES

1. Right to attend, and registration

Each shareholder who on 17 March 2017 is registered in the Shareholders’
Register of the company held by Euroclear Finland Ltd has the right to attend
the Annual General Meeting. A shareholder whose shares have been entered in
his/her personal Finnish book-entry securities account is listed on the
company’s Shareholders’ Register. 

A shareholder who is registered in the Shareholders’ Register of the company
and who wishes to attend the Annual General Meeting must register for the
meeting no later than on 24 March 2017 at 10:00am, by which time the notice of
registration must have been received by the company. 

Registration for the Annual General Meeting can take place:

  -- online at www.taaleri.com/en/investor-relations/general-meetings
     (registration will open on 8 March 2017 or sooner)
  -- by telephone: +358 800 552 135, Monday–Friday 9:00am–4:00pm; or
  -- by letter to the address Taaleri Plc, Annual General Meeting, Kluuvikatu 3,
     00100 Helsinki

In connection with the registration, a shareholder must give his/her name,
personal identification number or business ID, telephone number and the name
and the personal identification number of any authorised representatives or
assistants. The personal data will be used only in connection with the Annual
General Meeting and the necessary management of the registrations. 

The shareholder or his/her authorised representative must, when necessary, be
able to prove his/her identity at the meeting venue. 

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 would be
entitled to be listed in the Shareholders’ Register held by Euroclear Finland
Ltd on 17 March 2017. The right to participate also requires that the
shareholder on the basis of these shares has been temporarily registered in the
Shareholders’ Register held by Euroclear Finland Ltd by 24 March 2017 at
10:00am. As regards nominee-registered shares, this is considered due
registration for the Annual General Meeting. 

A holder of nominee-registered shares is advised to request from his/her
custodian bank well in advance the necessary instructions regarding the
temporary registration in the Shareholders’ Register, the issuing of powers of
attorney and registration for the Annual General Meeting. The account
management organisation of the custodian bank must temporarily register a
holder of nominee-registered shares who wishes to attend the Annual General
Meeting in the Shareholders’ Register of the company by the time stated above. 

3. Use of an authorised representative, and powers of attorney

A shareholder may use an authorised representative to participate in and
exercise his/her rights at the Annual General Meeting. A shareholder’s
authorised representative must produce a dated power of attorney or otherwise
prove in a reliable manner that he/she is authorised to represent the
shareholder. If a shareholder attends the Annual General Meeting by means of
several authorised representatives who represent him/her through shares held in
different book-entry accounts, the shares on the basis of which each authorised
representative represents him/her must be identified in connection with
registration for the Annual General Meeting. 

Powers of attorney should be delivered in original to the address Taaleri Plc,
Annual General Meeting, Kluuvikatu 3, 00100 Helsinki, before the registration
period closes. 

4. Other instructions and information

Under Section 25 of Chapter 5 of the Limited Liability Companies Act, the
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, 28 February 2017, the total number of Taaleri Plc’s
shares is 28,350,620, each of which provides one (1) vote at the Annual General
Meeting. 

Helsinki, 28 February 2017

TAALERI PLC

BOARD OF DIRECTORS

Proposals for the Annual General Meeting, 29 March 2017

8.      Allocation of the profit shown on the balance sheet, and deciding on
dividend distribution 

On 31 December 2016, Taaleri Plc’s distributable assets were EUR 42,775,914.58,
including profit from the 2016 financial period of EUR 6,364,826.18. 

The Board of Directors proposes that, based on the balance sheet to be adopted
for the financial period 2016 that ended on 31 December 2016, EUR 0.22 of
dividend per share be distributed. The Board of Directors proposes that the
remaining share of distributable assets be left as equity. 

Dividend will be paid to shareholders who, on the dividend payment record date
of 31 March 2017, are registered in the company’s Shareholders’ Register
maintained by Euroclear Finland Ltd. The Board of Directors proposes that the
dividend be paid on 7 April 2017. 

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

Shareholders who represent a total of approximately 33% of the company’s shares
have proposed that the members of the Board of Directors be paid annual
remuneration as follows: 

  -- Chairman of the Board of Directors      EUR 38,000 per annum
  -- Vice Chairman of the Board of Directors      EUR 28,000 per annum
  -- Member of the Board of Directors      EUR 23,000 per annum

The annual remuneration covers the whole of the term of office and committee
work. 

Shareholders who represent a total of approximately 33% of the company’s shares
have also proposed that the costs of travel and accommodation for attending
meetings of the Board of Directors and committees held elsewhere than the home
locality of the member of the Board of Directors be reimbursed according to
invoice. 

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

Shareholders who represent a total of approximately 33% of the company’s shares
have proposed that the number of the members of the Board of Directors be set
at six (6). 

12. Election of the members of the Board of Directors

Shareholders who represent a total of approximately 33% of the company’s shares
have proposed that, of the present members of the Board of Directors, Peter
Fagernäs, Juha Laaksonen, Vesa Puttonen, Esa Kiiskinen and Hanna Maria Sievinen
be re-elected to the Board, and Tuomas Syrjänen be elected as a new member. Of
the present members of the Board, Pertti Laine has announced that he is not
available for re-election. 

The term of office of the Board of Directors will end at the close of the
following Annual General Meeting. 

The above-mentioned candidates have consented to their positions.

All the proposed members of the Board of Directors are deemed to be independent
of the company and of the company’s significant shareholders in accordance with
the Corporate Governance Code issued in 2015 by the Securities Market
Association. 

The persons proposed for the Board of Directors are presented on Taaleri Plc’s
website www.taaleri.com and the CV of the new candidate at
www.taaleri.com/en/investor-relations/general-meetings. 

13. Deciding on the auditor’s remuneration

The Board of Directors proposes, on the recommendation of the Audit Committee,
that the auditor’s remuneration be paid based on invoices approved by the
company. 

14. Election of the auditor

The Board of Directors proposes, on the recommendation of the Audit Committee,
that Authorised Public Accountants Ernst & Young Oy be elected as auditor for
the term of office that will end at the close of the following Annual General
Meeting. 

Ernst & Young Oy has announced that auditor-in-charge will be Ulla Nykky, APA,
if Ernst & Young Oy is elected as the company’s auditor. 

RECOMMENDATION TO THE BOARD OF DIRECTORS CONCERNING THE ELECTION OF A STATUTORY
AUDITOR 

This recommendation has been prepared and issued in accordance with Regulation
(EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014
on specific requirements regarding statutory audit of public-interest entities
and repealing Commission Decision 2005/909/EC (hereinafter “the Auditing
Regulation”). 

By virtue of Article 16, Paragraph 2 of the Auditing Regulation, the Audit
Committee of Taaleri Plc (hereinafter “Taaleri”) must issue a recommendation to
the Board of Directors of Taaleri concerning the election of a statutory
auditor. In accordance with the Auditing Regulation, the Audit Committee must
report two alternatives for an auditing assignment, and justify which
alternative it is prioritising. 

The Audit Committee has carefully evaluated and considered several good and
qualified auditor candidates. The Audit Committee has evaluated the auditor
candidates in question using the generally applied selection criteria. All
candidates have been transparently informed about the selection criteria in the
selection process. Based on these criteria, the Committee has specified Ernst &
Young Oy and KPMG Oy Ab as the best alternatives for the auditing assignment.
After careful evaluation and consideration, taking into account offers, the
above-mentioned criteria and Taaleri’s present circumstances and planned
development, the Committee considers Ernst & Young Oy to be the first option. 

As required by the Auditing Regulation, the Audit Committee confirms that this
recommendation is free from third-party influence, and that the Committee has
not been required to comply with a clause similar to the clause referred to in
Article 16, Paragraph 6 of the Auditing Regulation. This recommendation,
including the alternative considered as the first option by the Audit
Committee, is included in the Board of Directors’ proposal for the 2017 Annual
General Meeting. 

Taaleri Plc’s Audit Committee

Vesa Puttonen                                         Esa Kiiskinen            
                   Hanna Maria Sievinen 

Chairman                                                    member             
                          member 

15. Authorising the Board of Directors to make a decision on the purchase of
the company’s treasury shares 

The Board of Directors proposes that it be authorised to decide on the purchase
of the company’s treasury shares using assets belonging to unrestricted equity
on the following conditions: 

Up to 2,000,000 shares may be purchased, corresponding to 7.05% of all the
company’s shares. The purchase may be made in one or more instalments. 

The purchase price per share shall be the price given on the Helsinki Stock
Exchange or another market-based price. 

The shares may be acquired to develop the company’s capital structure, to
finance or implement corporate acquisitions, investments or other arrangements
related to the company’s business operations, to be used as part of the
company’s reward scheme, or to be cancelled if justified from the point of view
of the company and its shareholders. 

The authorisation issued to the Board of Directors includes the right to decide
whether the shares will be acquired in a private placement or in proportion to
the shares owned by shareholders. The purchase may take place through private
placement only if there is a weighty financial reason for it from the company’s
perspective. 

The Board of Directors has the right to decide on other matters concerning the
purchase of shares. 

This authorisation is valid for 18 months from the date of the close of the
Annual General Meeting. 

This authorisation supersedes the authorisation to purchase the company’s
treasury shares issued at the Annual General Meeting of 8 January 2016. 

16. Authorising the Board of Directors to make a decision on share issue

The Board of Directors proposes that it be authorised to decide on the issue of
new shares and the assignment of treasury shares in the possession of the
company on the following terms: 

The Board of Directors may issue new shares and assign treasury shares in the
possession of the company up to a maximum of 2,500,000 shares, corresponding to
8.82% of all the company’s shares. 

The new shares may be issued and the treasury shares possessed by the company
may be assigned to the company’s shareholders in relation to their ownership of
shares or deviating from the shareholder’s pre-emptive subscription right in a
private placement, if there is a weighty financial reason for it from the point
of view of the company, such as using the shares as consideration in potential
corporate acquisitions or other arrangements that are part of the company’s
business operations, or to finance investments or as part of the company’s
reward scheme. 

The Board of Directors may also decide on a free-of-charge share issue to the
company itself. 

The new shares may be issued and the shares possessed by the company may be
assigned either against payment or without payment. A private placement may
only be without payment if there is an especially weighty reason for it from
the point of view of the company and taking into account the benefit of all its
shareholders. 

The Board of Directors will decide on all other factors related to share issues
and the assignment of shares. 

It is proposed that the authorisation be valid for one (1) year from the close
of the Annual General Meeting, but no later than until 30 June 2018. 

This authorisation supersedes the authorisation issued at the Annual General
Meeting on 7 April 2016. 

17. The ratio between fixed and variable component of remuneration

The Board of Directors proposes that the General Meeting of Shareholders decide
to increase the annual 100% remuneration limit for employees so that the
variable component of an employee’s remuneration may not exceed 200% of the
employee’s fixed salary. 

Increasing the variable component of remuneration up to 200% enables offering
of dynamic total remuneration structure to the Company’s employees through
variable remuneration. In this way, the Company expects to minimize the
increase in fixed costs and to award its employees for the Company’s long-term
success and value increase. 

Variable remuneration may better be aligned with the Company’s strategy,
long-term performance and controlling level of risk. Increasing the maximum
ratio will lead to a more controlled cost structure and more flexible solvency
planning for the Company. 

The possibility to increase the maximum ratio of variable remuneration is
applied for entire personnel, excluding the members of the Board of Directors.
The maximum ratio will be applied to approximately 170 employees in operative
management as well as in investment and retail banking, in asset management,
corporate functions and independent control functions as well as in other
functions. 

18. Amending of Section 7 of the Articles of Association

The Board of Directors proposes that, due to a change to the terminology of the
Auditing Act, Section 7 of the Articles of Association be amended to read as
follows: 

Section 7 Auditor

The company has one (1) auditor that must be an auditing organisation referred
to in the Auditing Act. The term of office of the auditor ends at the close of
the first Annual General Meeting following the election. 

Valid Section 7 of the Articles of Association:

Section 7 Auditor

The company has one (1) auditor that must be an Authorised Public Accounting
organisation referred to in the Auditing Act. The term of office of the auditor
ends at the close of the first Annual General Meeting following the election.