General Meeting Archive

NOTICE OF THE ANNUAL GENERAL MEETING OF KOTIPIZZA GROUP OYJ 2016

Notice is given to the shareholders of Kotipizza Group Oyj that the Annual General Meeting will be held on Wednesday 11 May 2016 starting at 3:00 p.m. Finnish time at Kotipizza Group Oyj’s offices, address: Hermannin rantatie 2 B, 00580 Helsinki. The reception of persons who have registered to attend the Annual General Meeting and the distribution of voting slips will commence at 2:30 p.m. Finnish time. Refreshments will be served after the meeting.

The Annual General Meeting will be conducted in the Finnish language.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

  1. Opening of  the  meeting
  1. Calling the  meeting  to  order
  1. Election of  persons  to  verify  the  minutes  and  persons  to  supervise  the  counting  of  votes
  1. Recording the  legality  of  the  meeting
  1. Recording the  attendance  at  the  meeting  and  adoption  of  the  list  of  votes
  1. Presentation of  the  Financial  Statements,  the  report  of  the  Board  of  Directors  and  the  Auditor’s

report for the financial period 1 February 2015 – 31 January 2016

  1. Adoption of  the  Financial  Statements
  1. Resolution on  the  use  of  the  profit  shown  on  the  balance  sheet  and  the  payment of distribution to shareholders

The Board of Directors proposes to the Annual General Meeting that, on the basis of the adopted balance sheet for financial period ending 31 January 2016, no dividends will be paid.

The Board of Directors proposes that EUR 0,35 per share is distributed from the reserves for invested unrestricted equity. According to the proposal the distribution will be paid to shareholders who on the distribution payment record date Friday 13 May 2016, are recorded in the company’s shareholder register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the distribution is paid on Friday 20 May 2016.

  1. Resolution on  the  discharge  of  the  members  of  the  Board  of  Directors  and  the  Managing Director from liability
  1. Resolution on  the  number  of  members  of  the  Board  of  Directors

The Board of Directors proposes to the Annual General Meeting that the number of Board of Directors members would be six.

  1. Election of  the  Members  and the  Chairman of  the  Board  of  Directors

The Board of Directors proposes to the Annual General Meeting that the current members of the Board of Directors Johan Wentzel, Minna Nissinen, Petri Parvinen, Kim Hanslin and Kalle Ruuskanen are re-elected as members of the Board of Directors and Marjatta Rytömaa is elected as a new member of the Board of Directors for a term continuing until the end of the next Annual General Meeting.

Furthermore, the Board of Directors proposes that Johan Wentzel is re-elected as Chairman of the Board of Directors.

  1. Resolution on  the  remuneration  of  the Chairman and  the Members  of  the  Board  of

Directors

The Board of Directors proposes to the Annual General Meeting that the following remuneration is paid to the members of the Board of Directors:

Chairman Johan Wentzel and member Marjatta Rytömaa EUR 500 per month (EUR 6 000 per year) and other members EUR 2 000 per month (EUR 24 000 per year). Separate meeting remuneration would not be paid.

  1. Resolution on  the  remuneration  of the Auditor

The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor is paid according to invoice approved by the company.

  1. Election of  the  Auditor

The Board of Directors proposes to the Annual General Meeting that the current auditor, auditing firm Ernst & Young Oy is re-elected as the auditor for a term continuing until the end of the next Annual General Meeting.

  1. Authorization of  the  Board  of  Directors  to  decide  on  share  issues
  1. The authorization may be used in full or in part by issuing shares in Kotipizza Group Oyj in one or more issues so that the maximum number of shares issued is 635 000 shares.
  1. The Board of Directors may also decide on a directed share issue in deviation from the shareholders’ pre-emptive rights in case there is a weighty financial reason to do so, such as in order to finance or carry out acquisitions or other business transactions, develop the company’s capital structure, or in order to use the shares for an incentive scheme. The Board of Directors would be authorized to decide to whom and in which order the shares will be issued. In the share issues shares may be issued for subscription against payment or without charge.
  1. Based on the authorization, the Board of Directors is also authorized to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10 per cent of all shares in the company. This amount includes shares held by the company and its subsidiaries in the manner provided for in Chapter 15, section 11 (1) of the Companies Act.
  1. This authorization includes the right for the Board of Directors to decide on the terms and conditions of the share issues and measures related to the share issues in accordance with the Companies Act, including the right to decide whether the subscription price will be recognized in full or in part in the invested unrestricted equity reserve or as an increase to the share capital.
  1. The authorization is valid until 31 July 2017.
  1. The authorization will supersede the authorization to decide upon share issues given to the company’s Board of Directors on 28 May 2015.
  1. Closing of  the  meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice of meeting and Kotipizza Group Oyj’s Financial Statement, Consolidated Financial Statement, the auditor’s report and proposals of the Board of Directors are available for shareholders on the company’s website at ir.kotipizzagroup.com as of 19 April 2016. The notice of meeting and other documents mentioned above are also available for viewing at the Annual General Meeting.

The company will not publish a printed annual report.

The minutes of the Annual General Meeting will be available on the above-mentioned website no later than Tuesday 24 May 2016.

C. INSTRUCTIONS FOR THOSE PARTICIPATING IN THE ANNUAL GENERAL MEETING

  1. The right to participate  and  registration

Each shareholder who is registered in the shareholder register of the company maintained by Euroclear Finland Ltd on the record date of the Annual General Meeting, which is Thursday, 28 April 2016, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the shareholder register of the company.

A shareholder who is registered in the company’s shareholder register and who wishes to participate in the Annual General Meeting must register for the Annual General Meeting no later than Friday, 6 May 2016 at 10 a.m. Finnish time by giving a prior notice of participation. Such notice can be given:

a) on the  company’s  website: ir.kotipizzagroup.com by following therein given instructions;

b) in writing by mail: Kotipizza Group Oyj, Heidi Nieminen, Hermannin rantatie 2 B, 00580 Helsinki.

The notice through company’s website or in writing must arrive before the end of the notice period.

When registering, a shareholder shall notify their name, personal identification number or business ID number, address, telephone number and the name of any assistant or proxy representative and the personal identification number of any proxy representative. The personal data disclosed by shareholders to Kotipizza Group Oyj will be used only in connection with the Annual General Meeting and with the processing of related registrations.

In the meeting if necessary, a shareholder, his/her assistant or proxy representative must be able to verify their identity and/or right to represent the shareholder.

  1. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, Thursday, 28 April 2016, would be entitled to be registered in the shareholder register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholder register held by Euroclear Finland Ltd no later than on Friday 6 May 2016 by 10 a.m. Finnish time. As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee-registered shares is advised to request without delay 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 from his/her custodian bank. The account manager of the custodian bank will register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting into the temporary shareholder register of the company at the latest by the time stated above.

  1. Proxy representative  and  powers  of  attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Annual General Meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner prove his/her right to represent the shareholder at the Annual General Meeting. If 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 in respect of which each proxy representative represents the shareholder shall be identified in connection with registration for the Annual General Meeting.

Any proxy documents should be notified in connection with registration and they should be delivered in originals to Kotipizza Group Oyj, Heidi Nieminen, Hermannin rantatie 2 B, 00580 Helsinki, Finland, before the last date for registration.

  1. Other information

In accordance with Section 25 of Chapter of the Limited Liability Companies Act, shareholders present at the Annual General Meeting have the right to present questions on the matters discussed at the meeting.

On the date of this notice, Tuesday 19 April 2016, the total number of shares and votes of the company is 6 351 201.

Helsinki 19 April 2016

Kotipizza Group Oyj

Board of Directors

 

REGISTRATION FOR THE ANNUAL GENERAL MEETING

Documents of the Annual General Meeting

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Kotipizza Group Oyj Remuneration Statement

Kotipizza Group Oyj Proposed Members of the Board of Directors

Kotipizza Group Oyj Proposals of the Board of Directors to the Annual General Meeting

Kotipizza Group Oyj Corporate Governance Statement

Kotipizza Group Financial Statements 31 January 2016