Finnlines - Company Announcement

FINNLINES PLC’S NOTICE TO THE ANNUAL GENERAL MEETING

Helsinki, Finland, 2014-03-17 14:10 CET (GLOBE NEWSWIRE) -- Finnlines Oyj      
                  Stock Exchange Release 17 March 2014 at 15.10 





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, 8 April 2014 at 12.00 in Scandic Marina Congress
Center, Katajanokanlaituri 6, 00160 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 the meeting to order



3. Election of the persons to scrutinize the minutes and to supervise 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 2013, the Report of the Board of
Directors and the Auditor's Report for the Year 2013 



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 2013 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 78 per cent 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 2015 remain
unchanged from 2013 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 78 percent of the shares and votes of the
Company propose to the Annual General Meeting that the number of Board Members
be 7. 



12. Election of members of the Board of Directors



Shareholders representing over 78 per cent of the shares and votes of the
company propose to the Annual General Meeting that the current Board Members
Christer Backman, Tiina Bäckman, Emanuele Grimaldi, Gianluca Grimaldi, Diego
Pacella, Olav K. Rakkenes, Jon-Aksel Torgersen, be re-elected for the term
until the close of the Annual General Meeting in 2015. All candidates have
consented to being elected. The candidates are presented on the Company's
Internet site. 



13. Resolution on the remuneration of the Auditor



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 Board of Directors proposes to the Annual General Meeting that the APA firm
KPMG Oy Ab be elected as the 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 authorize 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 10,000,000, at maximum. The proposed
maximum number corresponds to approximately 19 per cent 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 deviation 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 16 April 2013. 



16. 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 2013 financial period, are available on the
above-mentioned Internet site. 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 as from 22 April 2014 at the latest. 



C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING



1. Shareholder registered in the Shareholders' Register



Each shareholder, who is registered on 27 March 2014, the record date of the
meeting, in the Register of Shareholders of the Company held by Euroclear
Finland Oy, 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 shareholders' register of the Company. 



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, 3 April 2014 at 16:00 (Finnish time) by which time the
registration must 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) to
16:00, Mon-Fri; 



c) by telefax to the number +358 10 343 5200; 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 proxy representative. 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/she has, based on his/ her shareholding, the
right to be entered in the Shareholder Register on 27 March, 2014, the record
date of the Annual General Meeting. In addition, the right to participate
requires that the holder of nominee registered shares has been registered into
the temporary Shareholders' Register held by Euroclear Finland Oy based on
these shares by 3 April 2014, 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 management
organization of the custodian bank shall 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,  17 March 2014, the
total number of shares in Finnlines Plc is 51,503,141 shares and the total
number of votes is 51,503,141 votes. 



Helsinki 17th  March 2014



Finnlines Plc



The Board of Directors