Norvestia - Notice to general meeting

NOTICE TO THE EXTRAORDINARY GENERAL MEETING

Helsinki, Finland, 2016-11-03 08:00 CET (GLOBE NEWSWIRE) -- 


Norvestia Oyj           Stock Exchange Release 3 November 2016 at 9:00

NOTICE TO THE EXTRAORDINARY GENERAL MEETING

Notice is given to the shareholders of Norvestia Oyj to the Extraordinary
General Meeting to be held on Thursday 8 December 2016 at 14:00 in G18
Ballroom, Yrjönkatu 18, 00120 Helsinki, Finland. The reception of participants
who have registered for the meeting and distribution of the voting tickets will
commence at 13:00. 

A. Matters on the agenda of the Extraordinary General Meeting

At the Extraordinary General Meeting the following matters will be considered:

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. Proposal on distribution of an extra dividend

The Board of Directors proposes to the Extraordinary General Meeting that an
extra dividend of EUR 3.35 per share be distributed based on the approved and
audited financial statements for the financial year 1 January - 31 December
2015, (thus the total amount being appr. EUR 51.3 million) on the condition
that 

(A)    all conditions of CapMan Plc’s voluntary exchange offer, published 3
November 2016, concerning Norvestia Oyj’s shares are fulfilled (or their
fulfilment has been waived); and 

(B)    the dividend record date determining the shareholders who are entitled
to dividend is before the completion trades of CapMan Plc’s voluntary exchange
offer. 

The Board of Directors also proposes to the Extraordinary General Meeting that
the Board of Directors resolves, if all abovementioned terms and conditions are
fulfilled and according to them, on the exact record date and the dividend
payment date and other required measures. The intention is that the record date
would be, according to the schedule for the completion of the voluntary
exchange offer, two (2) banking days after the abovementioned condition in
section (A) has been fulfilled. 

Before the Board of Directors implements the resolution of the Extraordinary
General Meeting, the Board of Directors must, in accordance with the Finnish
Companies Act, assess whether the company’s solvency and/or financial position
has changed after the resolution of the Extraordinary General Meeting so that
the requirements for dividend distribution in the Finnish Companies Act are no
longer fulfilled. It is a prerequisite for the implementation of the resolution
of the Extraordinary General Meeting that the requirements in the Finnish
Companies Act are fulfilled. 

The Board of Directors proposes that the resolution and authorisation are
effective until the beginning of the next Annual General Meeting. 

7. Closing of the meeting

B. Documents of the Extraordinary General Meeting

The abovementioned decision proposal relating to the agenda of the
Extraordinary General Meeting and this notice are available on Norvestia Oyj’s
website at www.norvestia.fi/agm. Other documents referred to in the Finnish
Companies Act are available on the abovementioned website. The decision
proposals and other abovementioned documents are also available at the meeting
and copies of them as well as of this notice will be sent to shareholders upon
request. Minutes of the Extraordinary General Meeting will be available on the
abovementioned website as from 22 December 2016 at the latest. 

C. Instructions for the participants in the Extraordinary General Meeting

1. The right to participate of a shareholder registered in the Register of
Shareholders and registration 

A shareholder, who is registered on the record date 25 November 2016 of the
Extraordinary General Meeting in the shareholders’ register of the company held
by Euroclear Finland Ltd., has the right to participate in the meeting. A
shareholder, whose shares are registered on his/her personal Finnish book-entry
account, is registered in the shareholders’ register of the company. Changes in
the ownership of shares that have occurred after the record date do not affect
the right to participate in the Extraordinary General Meeting or the number of
votes of the shareholder. 

A shareholder, who wants to participate in the Extraordinary General Meeting,
shall register for the meeting no later than 5 December 2016 at 16:00 by giving
a prior notice of participation. The notice has to be received before the end
of the registration period. Such notice can be given: 

a) by email: info@norvestia.fi;
b) by telephone to: +358 9 6226 380 Monday-Friday 9:00-16:00 (Finnish time);
c) by fax to: +358 9 622 2080;
d) by letter to: 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, the name of a
possible assistant and the name and the personal identification number of a
possible proxy representative. The personal data given to Norvestia Oyj is used
only in connection with the Extraordinary 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 and registration

A holder of nominee-registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which he/she
on the record date of the meeting 25 November 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 Extraordinary General Meeting
requires, in addition, that the shareholder on the basis of such shares has
been temporarily registered into the shareholders’ register held by Euroclear
Finland Ltd. at the latest by 5 December 2016 at 10:00. A holder of
nominee-registered shares is regarded as being registered for the Extraordinary
General Meeting if he/she has been, as mentioned above, temporarily registered
into the shareholders’ register. 

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
Extraordinary 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 Extraordinary
General Meeting, to be entered in the temporary shareholders’ register of the
company at the latest by the time stated above. 

3. Proxy representatives and powers of attorney

A shareholder may participate in the Extraordinary General Meeting and exercise
his/her rights at the meeting by a way of proxy representation. When a
shareholder participates in the Extraordinary General Meeting by means of
several proxy representatives representing the shareholder with shares in
different book-entry accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the meeting. 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 Extraordinary General
Meeting. 

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

4. Other instructions and information

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

On the date of this notice 3 November 2016, the total number of shares and
votes in Norvestia Oyj is 15,316,560. 

Helsinki, 3 November 2016

NORVESTIA OYJ

Board of Directors



Further information:
Juha Kasanen, Managing Director
+358 9 6226 380



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Main media
www.norvestia.fi