Consti Yhtiöt Oyj - Notice to general meeting

Consti Group Plc: Notice to the Annual General Meeting of Consti Group Plc

CONSTI  GROUP PLC NOTICE TO CONVENE  ANNUAL GENERAL MEETING 16 FEBRUARY 2017, at
9.00 a.m.



notice to the annual general meeting of consti GROUP Plc

The  shareholders of Consti Group  Plc are hereby invited  to the Annual General
Meeting  to  be  held  on  Tuesday  4 April  2017 at 1.00 p.m. at Scandic Marina
Congress Center's conference room Fennia II at the address of Katajanokanlaituri
6, FI-00160 Helsinki, Finland.

A. Matters on the agenda of the general meeting

The following matters shall be considered at the General Meeting:



1. Opening of the meeting



2. Calling the meeting to order



3. Election  of persons to scrutinise 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  Financial  Statements,  the  report  of  the  Board of
Directors and the auditor's report for the year 2016



- Review by the CEO.



7. Adoption of the Financial Statements



8. Resolution  on the use of the profit  shown in the balance sheet and deciding
on the payment of dividends



The  distributable  funds  of  Consti  Group  Plc  on  31 December 2016 were EUR
53,689,223 including retained earnings of EUR 26,482,807. The Board of Directors
proposes  to the general meeting  that a dividend of  EUR 0.54 per share is paid
for  the financial year 1 January - 31 December 2016. The dividend shall be paid
to  a shareholder who  is registered in  the company's register of shareholders,
maintained  by Euroclear  Finland Ltd,  on the  record date for payment, 6 April
2017. The  Board of  Directors proposes  that the  dividend be  paid on 13 April
2017.



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



The  Board of Directors proposes, upon the proposal by the Nomination Committee,
that the annual remuneration of the Board Members elected for the term of office
lasting  until  the  Annual  General  Meeting  of  2018 is  paid as follows: the
Chairman  of the Board of Directors is  paid EUR 36,000 and members of the Board
of  Directors  are  each  paid  EUR  24,000. The  travel  expenses incurred from
participating  in the  meetings of  the Board  of Directors are also compensated
against an invoice. No separate remuneration is awarded for committee work.



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



The Nomination Committee proposes to the General Meeting that six (6) members be
elected to the Board of Directors.



12. Election of members of the Board of Directors



The  Nomination Committee proposes to the General Meeting that the current Board
Members Tapio Hakakari,
Antti   Korkeela,  Erkki  Norvio,  Niina  Rajakoski,  Petri  Rignell  and  Pekka
Salokangas  be re-elected for the following term of office. Current Board Member
Janne Näränen has announced that he will not be available for re-election.



The  Board Member  candidates are  introduced on  Consti Group  Plc's website at
www.investor.consti.fi.



All  of the  proposed candidates  are independent  of the  company and  of major
shareholders in the company.



All nominated persons have given their consent to the position.



13. Resolution on the remuneration of the auditor



The  Board  of  Directors  proposes  that  the  auditor  be  paid a remuneration
according to a reasonable invoice approved by the company.



14. Election of auditor



The  Board of Directors proposes that  Authorised Public Accounting firm Ernst &
Young  Ltd be elected  as the Auditor  of the Company  for the following term of
office.  Ernst & Young Ltd has informed that should it be elected as the Auditor
of  the Company, Mikko  Rytilahti, Authorised Public  Accountant will act as the
Responsible Auditor.

15. Authorising  the  Board  of  Directors  to  decide on the acquisition of the
Company's own shares



The  Board of Directors proposes that the General Meeting authorise the Board of
Directors  to decide on  the acquisition of  the Company's own  shares in one or
more tranches as follows:



The  maximum  number  of  own  shares  that  may be purchased is 550,000 shares,
corresponding  to approximately  7 % of  the aggregate  number of  shares in the
company  on the date of this notice.  Based on the authorisation, own shares may
be purchased using only the unrestricted shareholders' equity. Own shares may be
acquired  at a price  formed on the  date of purchase  in public trading or at a
price  formed otherwise on the market. The acquisition of own shares may be made
otherwise  than  in  proportion  to  the  share  ownership  of  the shareholders
(directed  acquisition).  Shares  may  be  acquired  e.g. for the purpose of the
Company's  share-based incentive systems.  The Board of  Directors proposes that
this  authorisation includes the right to decide  on how own shares are acquired
and on all other matters regarding the acquisition of shares.



The  authorisation replaces the authorisation granted  to the Board of Directors
by  the  Annual  General  Meeting  of  6 April 2016 regarding acquisition of own
shares.  The authorisation is valid until  the following Annual General Meeting,
however not longer than until 30 June 2018.



16. Authorising  the Board of Directors to decide  on the issuance of shares and
the transfer of special rights entitling to shares



The  Board of Directors  proposes that the  Annual General Meeting authorise the
Board  of Directors to decide  on the issuance of  shares and on the transfer of
special  rights entitling to shares referred  to in chapter 10, section 1 of the
Limited  Liability Companies  Act, in  one or  more tranches,  either against or
without  consideration.  The  number  of  shares  to be issued, including shares
transferred  under special rights,  may not exceed  780,000 shares. The Board of
Directors  may decide  to issue  either new  shares or  to transfer any treasury
shares held by the Company.



The  authorisation entitles the Board of Directors to decide on all terms of the
share  issue and transfer  of special rights  entitling to shares, including the
right to deviate from the shareholders' pre-emptive right. This authorisation is
used  e.g. for the Company's share-based incentive systems or for other purposes
as  decided by the Board of Directors.  The authorisation is proposed to include
the  Board of  Directors' right  to decide  on all  other matters related to the
issuance of new shares and the transfer of special rights entitling to shares.



The  authorisation is  proposed to  be valid  until the following Annual General
Meeting, however not longer than until 30 June 2018.



The  authorisation replaces the authorisation granted  to the Board of Directors
by  the Annual General Meeting of 6 April  2016 regarding the right to decide on
the share issue and the transfer of special rights entitling to shares.



17. Closing of the Meeting

B. Documents of the general meeting

The  proposal for the General Meeting's resolution on the distribution of profit
as  well and  the other  proposals on  the matters  on the agenda of the General
Meeting  as well as this  notice are available on  Consti Group Plc's website at
www.investor.consti.fi.  The financial  statements, annual  report and auditor's
report  will be available on  the same website by  14 March 2017, at the latest.
The  proposals and other documents  referred to above are  available also at the
meeting,  and copies of them  and this notice will  be sent to shareholders upon
request.



The  minutes of  the General  Meeting will  be available  on the above-mentioned
website on 18 April 2017, at the latest.

C. Instructions for the participants to the General Meeting

1. Shareholders registered in the shareholders' register



The  right  to  attend  to  the  Shareholders'  Meeting  is  restricted to those
shareholders  who, on  23 March 2017 (record  date of  the General Meeting), are
recorded  as  shareholders  in  the  company's  shareholders'  register  held by
Euroclear  Finland  Ltd.  Shareholders  whose  shares  are  registered  on their
personal Finnish book-entry account are registered in the shareholders' register
of the company.



Changes  that take  place in  shareholdings after  the record  date set  for the
Shareholders'  Meeting  will  not  affect  shareholders'  right  to  attend  the
Shareholders' Meeting or exercise their voting rights.



Shareholders  wishing to attend  the General Meeting  shall give prior notice of
their attendance to the company by 27 March 2017 at 4:00 p.m. Such notice can be
given:



a) on Consti Group Plc's website: www.consti.fi;
b)  by telephone on +358 20 770 6903 from Monday to Friday between 9.00 a.m. and
4.00 p.m.; or
c)  by  regular  mail  to  Consti  Group Plc, "Annual General Meeting", Hopeatie
2, 00440 Helsinki.



Personal  data given  to Consti  Group Plc  is used  only in connection with the
General Meeting and with the processing of related registrations.



Shareholders  and their representatives or proxies  shall be able to prove their
identity and/or right to represent the shareholder upon request at the meeting.



2. Holders of a nominee registered shares



Holders  of  nominee  registered  shares  have  the  right to participate in the
General Meeting by virtue of such shares based on which he/she on 23 March 2017
(record  date of the General Meeting) would  be entitled to be registered in the
shareholders'  register  of  the  company  held  by  Euroclear  Finland  Ltd. In
addition,  the right  to participate  in the  General Meeting  requires that the
shareholder  on the basis of such shares  has been registered into the temporary
shareholders'  register held by Euroclear Finland  Ltd at the latest by 30 March
2017 at  10.00 a.m. As regards  nominee registered shares,  this constitutes due
registration for the General Meeting.



Holders  of  nominee  registered  shares  are  advised  to  request in good time
necessary instructions regarding the temporary registration in the shareholders'
register of the company, the issuing of proxy documents and registration for the
General Meeting from their custodian bank. The account operator of the custodian
bank  shall  register  the  holder  of  nominee  registered shares who wishes to
participate   in  the  General  Meeting  to  be  temporarily  entered  into  the
shareholders' register of the company at the latest by the time stated above.



3. Proxy representative and powers of attorney



Shareholders may participate in the General Meeting and exercise their rights at
the meeting by way of proxy representation.



Proxy representatives shall produce a dated power of attorney or otherwise prove
in  a reliable manner  their right to  represent the shareholder  at the General
Meeting.  When  shareholders  participate  in  the  General  Meeting by means of
several  proxy  representatives  representing  the  shareholder  with  shares at
different   securities   accounts,   the   shares   represented  by  each  proxy
representative  shall be identified in connection  with the registration for the
General Meeting.



Possible  proxy documents are  requested to be  delivered in originals to Consti
Group  Plc,  Hopeatie  2, 00440 Helsinki,  Finland,  before  the  last  date for
registration.



5. Other instructions and information



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



On  the date of  this notice 16 February  2017, Consti Group Plc  has a total of
7,858,267 shares entitling to an equal number of votes.



Consti GROUP PLC
Board of Directors



ADDITIONAL INFORMATION



Marko Holopainen, CEO, Consti Group Plc, Tel. +358 400 458 158
Esa Korkeela, CFO, Consti Group Plc, Tel. +358 40 730 8568

Distribution:
Nasdaq Helsinki Ltd.
Major media
www.consti.fi


Consti is a leading Finnish company concentrating on renovation and technical
services. Consti offers comprehensive building technology, pipeline renovation,
renovation contracting, façade renovation and other demanding construction and
maintenance services for residential and commercial buildings. In 2016, Consti
Group's net sales amounted to 262 million euro. It employs about 900
professionals in renovation construction and building technology.

Consti Group Plc is listed on Nasdaq Helsinki. The trading code is CONSTI.
www.consti.fi



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