General Meeting of Shareholders

EXTRAODINARY GENERAL MEETING

NOTICE OF THE EXTRAODINARY GENERAL MEETING OF KOTIPIZZA GROUP OYJ

Notice is given to the shareholders of Kotipizza Group Oyj that the Extraordinary General Meeting will be held on 12 February 2019 starting at 2:30 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 Extraordinary General Meeting and the distribution of voting slips will commence at 2:15 p.m. Finnish time at the meeting place.

A MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

  1. Opening of the meeting
  2. Calling the meeting to order
  3. Election of persons to verify the minutes and persons 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. Resolution on the remuneration of the Members of the Board of Directors

The Board of Directors, as well the company’s shareholder Orkla ASA representing approximately 98.59% of the votes conferred by the company’s shares, propose to the Extraordinary General Meeting that the following remuneration is paid to the members of the Board of Directors:

All members EUR 25,000 annually. No remuneration shall be paid to members of the Board of Directors who are employed by Orkla ASA or its group companies. Separate meeting remuneration shall not be paid for meetings of the Board of Directors nor committee meetings.

All members of the Board of Directors shall be compensated travel and other expenses directly related to their Board work.

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

The Board of Directors, as well as Orkla ASA, propose to the Extraordinary General Meeting that the number of Board of Directors members would be six.

  1. Changes to the Composition of the Board of Directors

The Board of Directors, as well as Orkla ASA, propose to the Extraordinary General Meeting that the following persons are elected as members of the Board of Directors for a term continuing until the end of the next Annual General Meeting: Rabbe Wikström, Aaron Moore-Saxton, Kalle Ruuskanen, Johanna Paavola, Terje Andersen and Viktor Söderberg. The term of office of the other current members of the Board of Directors shall end upon the election of the above new members.

Furthermore, the Board of Directors, as well as Orkla ASA, propose that Rabbe Wikström is elected as Chairman of the Board of Directors.

All candidates have consented to being elected. All candidates are presented on the company’s website and in the appendix to this notice.

  1. Closing of the meeting

B DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

This notice of meeting and the proposals of the Board of Directors as well as the shareholders are available for shareholders on the company’s website at kotipizzagroup.com/investors as of 21 January 2019. The notice of meeting and other documents mentioned above are also available for viewing at the Extraordinary General Meeting.

The minutes of the Extraordinary General Meeting will be available on the above-mentioned website no later than 26 February 2019.

C INSTRUCTIONS FOR THOSE PARTICIPATING IN THE EXTRAORDINARY 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 Extraordinary General Meeting, which is 31 January 2019, has the right to participate in the Extraordinary 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 Extraordinary General Meeting must register for the Extraordinary General Meeting no later than 7 February 2019 at 10 a.m. Finnish time by giving a prior notice of participation. Such notice can be given:

a. by sending an email to the following address: ylimaarainen.yhtiokokous@kotipizzagroup.com;

b. in writing by mail: Kotipizza Group Oyj, Timo Pirskanen, Hermannin rantatie 2 B, 00580 Helsinki.

The notice through email 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 Extraordinary 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 Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, 31 January 2019, would be entitled to be registered in the shareholder 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 shareholder register held by Euroclear Finland Ltd no later than on 7 February 2019 by 10 a.m. Finnish time. As regards nominee-registered shares, this constitutes due registration for the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting and exercise his/her rights at the Extraordinary 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 Extraordinary General Meeting. If a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.

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

  1. Other information

In accordance with Chapter 5, Section 25 of the Limited Liability Companies Act, shareholders present at the Extraordinary General Meeting have the right to present questions on the matters discussed at the meeting.

On the date of this notice, 21 January 2019, the total number of shares and votes of the company is 6 351 201.

Helsinki, 21 January 2019 

Kotipizza Group Oyj

Board of Directors

Kotipizza Group Oyj Notice of Extraordinary General Meeting
Kotipizza Group Oyj Proposed Members of the Board of Directors
Kotipizza Group Oyj Proposals of the Board of Directors to the Extraordinary General Meeting
Kotipizza Group Oyj Shareholder’s Proposals to the Extraordinary General Meeting
Kotipizza Group Oyj Privacy Notice

ANNUAL General meeting of shareholders 2018

Annual General Meeting of Kotipizza Group Oyj was held on Wednesday 16 May 2018. Resolutions and other material are here.

Committees

In the meeting held after the Annual General Meeting, the Board of Directors chose members of its committees.  The audit committee includes Minna Nissinen, Kim Hanslin and Virpi Holmqvist with Minna Nissinen as chairman of the committee. The remuneration committee includes Petri Parvinen, Kalle Ruuskanen and Dan Castillo with Petri Parvinen as chairman of the committee. You can view the rules of procedure for audit committee here and for remuneration committee here.

 

information on annual general meetings in kotipizza group

Shareholders use their power of decision in the general meeting of the shareholders.

The general meeting of shareholders of Kotipizza Group Oyj shall be held within six (6) months after the financial year has ended. An extraordinary meeting of shareholders shall be held when the Board of Directors considers it necessary or when the law so requires. The Board of Directors convenes the meeting and decides on the date and place of the meeting.

A notice of general meeting shall be given to shareholders earliest three (3) months and latest three (3) weeks before the date of the meeting, however, latest nine (9) days before the general meeting record date. A notice shall be given to shareholders by publishing it on the web site of Kotipizza Group Oyj or at least in one national newspaper chosen by the Board of Directors.

In order to participate in the general meeting a shareholder shall report him-/herself to the company latest on the date mentioned in the notice which may be at earliest ten (10) days before the meeting.

The managing director, chairman of the Board of Directors and from time to time sufficient amount of other members of the Board of Directors shall participate in the general meeting. Also the auditor of Kotipizza Group Oyj shall attend the meeting.

The notice of meeting shall contain a proposal for the agenda of the meeting. Matters which shall be decided regularly are itemized in the articles of Kotipizza Group Oyj.

Adequate information shall be placed available for the shareholders already before general meeting. At least three (3) weeks before general meeting a notice of general meeting, documents to be presented for general meeting and draft resolutions shall be available on the web site of Kotipizza Group Oyj.

A shareholder shall have the right to have a matter falling within the competence of the general meeting dealt with by the general meeting, if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice. A separate date for the aforesaid demand shall be announced on the web site of Kotipizza Group Oyj for each general meeting.

Within two (2) week after general meeting minutes of the meeting as well as voting results and attachments which are part of the decision of the general meeting shall be placed on the web site of Kotipizza Group Oyj. Documents related to general meeting shall be available on the web site at least three (3) months.