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2010-03-18 12:59:16 CET 2010-03-18 13:00:16 CET REGULATED INFORMATION Finnlines - Notice to general meetingFinnlines Plc Notice to the Annual General Meeting 2010Finnlines Plc Stock Exchange Release 18 March, 2010 NOTICE TO THE ANNUAL GENERAL MEETING 2010 Notice is given to the shareholders of Finnlines Plc to the Annual General Meeting to be held on Wednesday, 14 April 2010 at 12:00 at Hotel Scandic Continental, Mannerheimintie 46, 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 2009, the report of the Board of Directors and the Auditor's report for the year 2009 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 2009 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 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. 11. Resolution on the remuneration of the 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 2011 be unchanged from 2009 as follows: EUR 50 000 for the Chairman, EUR 40 000 for the Vice Chairman, and EUR 30 000 for each member. 12. Resolution on the remuneration of the Auditors It is proposed to the Annual General Meeting that the external auditors to be elected at the Annual General Meeting be reimbursed in accordance with the Auditors' invoice approved by the Company. 13. Election 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 all current Board Members be re-elected for the term until the close of the Annual General Meeting in 2011: Mr Emanuele Grimaldi, Mr Gianluca Grimaldi, Mr Diego Pacella, Mr Antti Pankakoski, Mr Olav K Rakkenes and Mr Jon-Aksel Torgersen. All candidates have consented to being re-elected. The candidates are presented on the Company's Internet site. 14. Election of 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 (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 15 April 2009. 16. Amendment of § 10 and § 13 of the Articles of Association of the Company Amendment of § 10 The Board of Directors proposes to the Annual General Meeting that § 10 of the Articles of Association of the Company regarding the convocation period of the Shareholders' Meeting be altered to correspond with the amended provisions of the Companies Act as follows: “The Shareholders' Meeting shall be announced in a national newspaper chosen by the Board, no earlier than three months before the Shareholders' Meeting and no later than 21 days before the Shareholders' Meeting. The invitation must in any event be given no later than nine (9) days before the record date of the Shareholders' Meeting.” Amendment of § 13 The Board of Directors proposes to the Annual General Meeting that § 13 of the Articles of Association concerning the holding of the Annual General Meeting be specified as follows: ”The Annual General Meeting shall be held annually at the latest in June. At the Annual General Meeting the following shall be presented: 1. The financial statements 2. The Auditors' report; decided: 3. Approval of the income statement and balance sheet; 4. Measures to which the result shown in the financial statements may give rise as well as the date, starting from which the shareholders can collect their dividends; 5. Discharge from liability to the members of the Board of Directors and the President; 6. Number of Board Members and the remuneration to be paid to Board Members; 7. The remuneration to be paid to the Auditors; 8. Any other matters mentioned in the convocation to the General Meeting; elected: 9. Board Members and 10. The Auditor and Deputy Auditor.” 17. Presentation of the report regarding special audit Presentation to the Annual General Meeting of the report dated 14 September 2009 by Hannu Niilekselä, Authorized Public Accountant appointed by the County Administrative Board of Southern Finland, which has been available to the shareholders at the Company's head office as of 16 September 2009. 18. Closing of the meeting B. DOCUMENTS OF THE ANNUAL GENERAL MEETING The 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 2009 financial period, is scheduled to be available on the above-mentioned Internet site as of 23 March 2010. The Minutes of the Annual General Meeting will be available on the above-mentioned Internet site as of 28 April 2010, at the latest. 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 printed Annual Report will be sent to shareholders upon request as from April 8, 2010. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING 1. The right to participate and registration Each shareholder, who is registered on 31 March 2010, 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 account, is registered in the Register of Shareholders 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 Friday, 9 April 2010 at 16:00 (Finnish time) by which time the registration needs to arrive in the Company. Notice can be given either in writing to Finnlines Plc, Share Register, POB 197, FIN-00181 Helsinki, Finland, by telephone on +358 (0)10 343 4404, by e-mail at IR@finnlines.com , or by fax on +358 (0)10 343 4425. In connection with the registration, a shareholder shall notify his/her name, address and/or e-mail address, telephone number and the name of a possible assistant. The personal data given to the Company is only used in connection with the Annual General Meeting and with the processing of related registrations. 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. 2. 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 Finnlines' Share Register at the address Finnlines Plc, Share Register, POB 197, FIN-00181 Helsinki, Finland, before the last date for registration. 3. Holders 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 Register of Shareholders on 31 March 2010, the record date of the Annual General Meeting. Such nominee-registered shareholder is advised to request without delay necessary instructions regarding the registration in the Register of Shareholders, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account operator of the custodian bank will notify a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, for temporary registration into the Register of Shareholders of the Company in accordance with the rules of Euroclear Finland Ltd at the latest at 10:00 am Finnish time on 9 April 2010 being the third banking day preceding the date of the Annual General Meeting. 4. Other information On the date of this notice to the Annual General Meeting, March 18, 2010, the total number of shares in Finnlines Plc is 46 821 037 shares and the total number of votes in Finnlines Plc is 46 821 037 votes. The Annual General Meeting will be held in Finnish. Helsinki, 18 March 2010 Finnlines Plc The Board of Directors Distribution Nasdaq OMX Helsinki Ltd Main media |
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