Finnlines - Company Announcement

Finnlines Plc’s Notice to the Annual General Meeting 2015

Helsinki, Finland, 2015-03-19 11:00 CET (GLOBE NEWSWIRE) -- Finnlines Plc      
                  Stock Exchange Release 19 March 2015 at 12:00 





FINNLINES PLC'S NOTICE TO THE ANNUAL GENERAL MEETING 2015



Notice is given to the shareholders of Finnlines Plc to the Annual General
Meeting to be held on Tuesday, 14 April 2015 at 13:00 in Havis Business Center,
Unioninkatu 22, 00130 Helsinki, Finland. The reception of persons who have
registered for the meeting will begin at 12:00. 



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 Financial Statements, the Report of the Board of
Directors and the Auditor's Report for the year 2014 



7. Adoption of the Financial Statements



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 2014 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 80 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 2016 remain
unchanged from 2014 as follows: EUR 50,000 for the Chairman, EUR 40,000 for the
Vice Chairman, and EUR 30,000 for each of the other members of the Board. 



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



Shareholders representing over 80 percent of the shares and votes of the
Company propose to the Annual General Meeting that the number of Board Members
be seven. 



12. Election of members of the Board of Directors



Shareholders representing over 80 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 2016. All candidates have
consented to being re-elected. The candidates are presented on the Company's
website. 



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 to the Annual General Meeting 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 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 current shares in the
Company. 



Based on the authorization, the Board of Directors may also 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 revokes the Annual General Meeting's authorization
to decide on a share issue of 8 April 2014. 



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
website at www.finnlines.com. The Financial Statements of the Company,
including the Board of Directors' report, the consolidated financial
statements, the parent company financial statements and the Auditor's report
for the financial period 2014, are available on the above-mentioned website.
The proposals of the Board of Directors and the Financial Statements 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 website as from 28 April 2015 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 31 March 2015, the record date of the
meeting, in the shareholders' register 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 account 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, 9 April 2015 at 16:00 (Finnish time) by which time the
registration must arrive to the Company. Such notice can be given: 



a) by e-mail to ir@finnlines.com;



b) by telephone to the number +358 50 565 4306 from 9:00 (Finnish time) to
16:00, Mon-Fri; 



c) by telefax to the number +358 10 343 5322; or



d) by mail to the address Finnlines Plc, Share Register, POB 197, 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
must, 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 shareholders' register on 31 March, 2015, the record
date of the Annual General Meeting. In addition, the right to participate
requires that the holder of nominee registered shares has been temporarily
registered into the Company's shareholders' register held by Euroclear Finland
Oy based on these shares by 9 April 2015, 10:00 (Finnish time). This is also
considered to be a 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 register of the Company, the issuing of proxy documents and
registration for the Annual General Meeting. The account manager 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, 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, 19 March 2015, 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, 19 March 2015



Finnlines Plc



The Board of Directors