Norvestia - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING OF NORVESTIA OYJ

Helsinki, Finland, 2016-02-04 10:15 CET (GLOBE NEWSWIRE) -- Norvestia Oyj      
    Stock exchange release            4 February 2016 at 11:15 

NOTICE TO THE ANNUAL GENERAL MEETING OF NORVESTIA OYJ

Notice is given to the shareholders of Norvestia Oyj to the Annual General
Meeting to be held on Tuesday 15 March 2016 at 11:00 at Pörssisali at the
address Fabianinkatu 14, 00100 Helsinki, Finland. The reception of the
participants who have registered for the meeting and the distribution of voting
tickets will commence at 10:00. 

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to confirm 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 Annual Accounts, the report of the Board of Directors
and the Auditor's report for the year 2015: 

  -- Review by the CEO Juha Kasanen
  -- Review of the growth equity investment activities by Juha Mikkola

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 General Meeting that a dividend of EUR
0.79 per share will be paid based on the balance sheet adopted for the
financial period ended 31 December 2015. The dividend will be paid to a
shareholder who on the dividend record date 17 March 2016 is registered as a
shareholder in the company's shareholders' register held by Euroclear Finland
Ltd. The Board of Directors proposes that the dividend will be paid 24 March
2016. 

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

Two of the largest shareholders of the company, who represent a total of 40.37%
of the votes in the company, propose to the General Meeting that the members of
the Board of Directors to be elected for the term ending at the close of the
Annual General Meeting 2017 will be paid an equivalent annual remuneration to
that paid in 2015 as follows: 

  -- to the Chairman EUR 58,000
  -- to the Vice Chairman EUR 32,000
  -- to other Board members EUR 32,000 each.

The above-mentioned shareholders further propose that in addition to the annual
remuneration, a meeting fee of EUR 350 per attended Board committee meeting
will be paid, and traveling and accommodation expenses will be compensated
against an invoice. 

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

Two of the largest shareholders of the company, who represent a total of 40.37%
of the votes in the company, propose to the General Meeting that the number of
members of the Board of Directors will be confirmed as five (5). 

12. Election of members of the Board of Directors

Two of the largest shareholders of the company, who represent a total of 40.37%
of the votes in the company, propose to the General Meeting that the following
persons will be re-elected as members of the Board of Directors for the term
ending at the close of the Annual General Meeting 2017: 

  -- Heikki Westerlund, proposed to be elected as the Chairman of the Board of
     Directors
  -- Hannu Syrjänen, proposed to be elected as the Vice Chairman of the Board of
     Directors
  -- Georg Ehrnrooth
  -- Niko Haavisto 
  -- Arja Talma.

All candidates and the evaluation regarding their independence has been
presented on the company's website www.norvestia.fi/agm. 

13. Resolution on the remuneration of the Auditor

The Audit Committee of the Board of Directors proposes to the General Meeting
that the elected Auditor's remuneration will be paid against an invoice
approved by the company. 

14. Election of the Auditor

The Audit Committee of the Board of Directors proposes to the General Meeting
that PricewaterhouseCoopers Oy, a firm of authorized public accountants, will
be elected as Auditor and Mr. Mikko Nieminen, APA, as Deputy Auditor for a term
ending at the close of the Annual General Meeting 2017. PricewaterhouseCoopers
Oy has announced that Mr. Lauri Kallaskari, APA, would be the Auditor with
principal responsibility. 

15. Authorizing the Board of Directors to resolve on the repurchase of the
company's own shares 

The Board of Directors proposes to the General Meeting that the Board of
Directors will be authorized to resolve on the repurchase of the company's own
shares as follows: 

The maximum number of own shares to be repurchased is 1,531,656 shares, which
corresponds to 10.0% of all the shares in the company. Only the unrestricted
equity of the company can be used to repurchase own shares. 

Own shares can be repurchased at a price formed in public trading on the date
of the repurchase or otherwise at a price formed on the market. 

The Board of Directors decides how own shares are repurchased. Own shares can
be repurchased using, inter alia, derivatives. Own shares can be repurchased
otherwise than in proportion to the shareholdings of the shareholders (directed
repurchase). 

This authorization revokes the authorization for the Board of Directors to
resolve on the repurchase of the company's own shares given by the General
Meeting 31 March 2015. 

The authorization expires 31 May 2017 at the latest.

16. Authorizing the Board of Directors to resolve on the issuance of shares and
special rights entitling to shares 

The Board of Directors proposes to the General Meeting that the Board of
Directors will be authorized to resolve on the issuance of shares as well as
options rights and other special rights entitling to shares referred to in
chapter 10 section 1 of the companies Act as follows: 

The aggregate number of shares to be issued on the basis of the authorization
may not exceed 1,531,656 shares, which corresponds to 10.0% of the total number
of shares in the company. 

The Board of Directors resolves on all the terms and conditions of the issuance
of shares and special rights entitling to shares. The authorization concerns
both the issuance of new shares and the transfer of the company's own shares.
The issuance of shares and special rights entitling to shares may deviate from
the shareholders' pre-emptive subscription rights (directed issue). 

This authorization revokes the authorization of the Board of Directors to
resolve on the issuance of shares and special rights entitling to shares given
by the General Meeting on 31 March 2015. 

The authorization expires 31 May 2017 at the latest.

17. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The above-mentioned proposals for the decisions on the matters on the agenda of
the General Meeting as well as this notice are available on Norvestia Oyj's
website at www.norvestia.fi/agm. The Annual Accounts, the report of the Board
of Directors and the Auditor's report will be available on said website no
later than 22 February 2016. The proposals for decisions and other documents
mentioned above are also available at the meeting and 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 29 March
2016 at the latest. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders' register

A shareholder, who is registered on Thursday 3 March 2016 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the 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 who wants to participate in the General Meeting, shall register for the
meeting no later than Thursday 10 March 2016 at 16:00 by giving a prior notice
of participation to the company. The notice has to be received before the end
of the registration period. Such notice can be given: 

a) by email to the address info@norvestia.fi
b) by telephone to the number +358 9 622 6380 Monday-Friday 9:00-16:00
c) by fax to the number +358 9 622 2080
d) by letter to the address Norvestia Oyj, Pohjoisesplanadi 35 E, 00100
Helsinki, Finland. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Norvestia Oyj, is
used only in connection with the General Meeting and with the processing of
related registrations. 

A shareholder, his/her authorized representative or proxy representative shall
at the meeting be able to prove his/her identity and/or right of representation
if necessary. 

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting on Thursday 3 March 2016 would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been temporarily
registered into the shareholder's register of the company held by Euroclear
Finland Ltd. at the latest by Thursday 10 March 2016 at 10:00. As regards
nominee-registered shares this constitutes due registration for the General
Meeting. 

A holder of nominee-registered shares is advised to request the necessary
instructions regarding the registration in the temporary shareholders' register
of the company, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank without delay. The account management
organization of the custodian bank has to register a holder of
nominee-registered shares who wants to participate in the General Meeting into
the temporary shareholder's 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 General Meeting and exercise his/her
rights at the meeting by way of proxy representation. 

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

Possible proxy documents are requested to be delivered in originals to the
company's office to the address Norvestia Oyj, Pohjoisesplanadi 35 E, 00100
Helsinki, Finland before the end of the registration period. 

4. Other directions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters considered at the meeting. 

On the date of this notice 4 February 2016, the total number of shares and
votes in Norvestia Oyj is 15,316,560. 

Helsinki, 4 February 2016

NORVESTIA OYJ
Board of Directors

On behalf Juha Kasanen
Managing Director
tel. +358-9-6226 380

DISTRIBUTION
Nasdaq Helsinki
Main media
www.norvestia.fi