Notice to Elisa’s Annual General Meeting
ELISA STOCK EXCHANGE RELEASE 3 FEBRUARY 2012 AT 8.31 am
NOTICE TO THE ANNUAL GENERAL MEETING
Notice is given to the shareholders of Elisa Corporation (the "Company") to the Annual General Meeting to be held on Wednesday, April 4th, 2012 at 2:00 p.m. at Helsinki Fair Center, Congress entrance, Messuaukio 1, Helsinki. The reception of persons who have registered for the Meeting, the distribution of voting tickets and coffee will commence at 12:00 noon.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to scrutinize 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 2011
Review by the CEO
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 the profit for the financial period 2011 shall be added to accrued earnings and that a dividend of EUR 1,30 per share be paid based on the adopted balance sheet as of 31 December 2011. The dividend will be paid to the shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd on the dividend payment record date April 11th, 2012. The Board of Directors proposes that the dividend be paid on April 18th, 2012.
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 and on the grounds for reimbursement of travel expenses
The Board's Compensation and Nomination Committee proposes to the Annual General Meeting that the remunerations payable to the members of the Board of Directors be unchanged from previous year as follows: the Chairman EUR 9,000 per month, the Vice Chairman and the Chairman of the Audit Committee EUR 6,000 per month, and each member EUR 5,000 per month and additionally EUR 500 per a meeting of the Board or a meeting of a Committee. It is proposed that the monthly remuneration will be paid at the end of each quarter withholding tax deducted and the Company’s shares will be purchased with the net payment on the last day of public trading of the quarter. A member of the Board is to be committed to a four (4) years’ restriction to convey the shares counted from the purchasing date of each share instalment. The restriction ends earlier in case the member is no longer a member of the Board of Directors. According to the proposal actual travelling expenses are reimbursed.
11. Resolution on the number of members of the Board of Directors
The Board's Compensation and Nomination Committee proposes to the Annual General Meeting that the number of Board members to be six (6).
12. Election of members of the Board of Directors
The Board's Compensation and Nomination Committee proposes to the Annual General Meeting that Ari Lehtoranta, Raimo Lind, Leena Niemistö and Eira Palin-Lehtinen be re-elected as members of the Board of Directors and Mika Salmi and Mika Vehviläinen be elected as new members of the Board of Directors. The term of the members ends at the close of the Annual General Meeting in 2013.
The new proposed Board member Mika Salmi has various positions in media business and Mika Vehviläinen is the CEO of Finnair. The biographical details of the proposed nominees to the Board of Directors can be found on the Company's website at www.elisa.com/annualgeneralmeeting.
13. Resolution on the remuneration of the Auditor and on the grounds for reimbursement of travel expenses
The Board's Audit Committee proposes to the Annual General Meeting that the auditor be remunerated and travel expenses be reimbursed according to the auditor’s invoice.
14. Resolution on the number of Auditors
The Board's Audit Committee proposes to the Annual General Meeting that one (1) auditor be elected.
15. Election of Auditor
The Board's Audit Committee proposes to the Annual General Meeting that KPMG Oy Ab, Authorized Public Accountants Organization, be re-elected as the Company’s auditor for the financial period 2012. KPMG Oy Ab has informed that the auditor with principal responsibility would be Esa Kailiala, Authorized Public Accountant.
16. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve to repurchase or accept as pledge a maximum number of 5,000,000 Elisa shares by using funds in the unrestricted equity. The repurchase may be carried out in one or several instalments. The highest price paid for the shares repurchased under the authorization shall be the market price of Elisa shares in public trading at the time of purchase. In repurchasing of the Elisa shares derivative, share lending and other arrangement customary in the capital market may be concluded pursuant to law and other applicable regulation. The authorization entitles the Board of Directors repurchase the shares in another proportion than that of the shares held by the current shareholders (directed acquisition).
The shares may be repurchased in order to carry out acquisitions or other arrangements related to the Company’s business, to improve the capital structure of the Company, to be used as part of the incentive compensation plan, to be transferred for other purposes, or to be cancelled.
The Board of Directors shall have the right to decide on other matters related to the purchase of Elisa shares. It is proposed that the authorization be effective until June 30th, 2013 and terminate the authorization for repurchasing granted by the Annual General Meeting on March 25th, 2011.
17. Board’s Proposal for Establishment of a Shareholders' Nomination Board
The Board of Directors proposes to the Annual General Meeting to establish a Shareholders' Nomination Board to prepare proposals for the election and remuneration of the members of the Board of Directors to Annual General Meetings. In addition, the Board of Directors proposes the adoption of the Charter of the Shareholders' Nomination Board.
The Chairman of the Board of Directors shall be in charge of identifying the largest shareholders of the company on 31 August of each year. The right to nominate shareholder representatives shall be vested with the four shareholders of the company having the largest share of votes in the company on 31 August preceding the Annual General Meeting. Should a shareholder not wish to exercise its right to appoint a member, the right shall be transferred to the next largest shareholder. The largest shareholders shall be determined on the basis of the shareholdings registered in the book-entry system.
The Shareholders' Nomination Board comprises of those four members nominated by shareholders and the Chairman of the Board of Directors. The Shareholders' Nomination Board will elect a Chairman from amongst its members.
18. Closing of the Meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors and its committees relating to the agenda of the Annual General Meeting as well as this notice are available on Elisa Corporation’s website at www.elisa.fi/annualgeneralmeeting. The annual report of Elisa Corporation, including the Company’s financial statements, the report of the Board of Directors and the Auditor’s report, is available on the above-mentioned website on March 9th, 2012 at the latest. The proposals of the Board of Directors and the financial statements are also available at the Meeting. The minutes of the Meeting will be available on the above-mentioned website as from April 18th, 2012 at the latest.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on Friday March 23rd, 2012 in the shareholders’ register of the Company held by Euroclear Finland Ltd., 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 is registered in the shareholders' register of the Company and who wants to participate in the Annual General Meeting, shall register for the Meeting by giving a prior notice of participation which shall be received by the Company no later than on Wednesday March 28th, 2012 at 6:00 p.m. Such notice can be given:
a) through Elisa's website www.elisa.fi/annualgeneralmeeting (available only for directly
registered shareholders);
b) by e-mail elisa.yhtiokokous@yhteyspalvelut.elisa.fi
c) by telephone +358 800 0 6242 from Monday to Friday at 8:00 a.m. - 6:00 p.m.
d) by telefax +358 10 262 2727 or
e) by regular mail to Elisa Corporation, Yhtiökokousilmoittautumiset, PO Box 138, FI-33101 Tampere, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to the Company is used only in connection with the Meeting and with the processing of related registrations. Shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove at the Meeting place their identity and/or right to represent.
2. 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 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on March 23rd, 2012. The right to participate in the 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 March 30th, 2012 by 10 a.m. 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 temporary registration in the shareholder’s register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the 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 at 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 to the above mentioned e-mail (e.g. as pdf attachment), telefax or regular mail address before the last date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual 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 to the Annual General Meeting, February 2nd, 2012 the total number of shares and votes in Elisa Corporation is 166,662.763.
ELISA CORPORATION
Vesa Sahivirta
Director, IR and Financial Communication
tel. +358 10 262 3036
Distribution:
NASDAQ OMX Helsinki
Major Media
www.elisa.com
APPENDIX
Board of Director’s proposal: Charter of the Shareholders' Nomination Board of Elisa Corporation
1. Background and purpose
The Shareholders' Nomination Board (the "SNB") of Elisa Corporation is a body of shareholders responsible for preparing the proposals to the Annual General Meeting for the election and remuneration of the members of the Board of Directors.
The main purpose of SNB is to ensure that the Board of Directors and its members maintain and represent a sufficient level of knowledge and competence for the needs of the company and for this purpose to prepare well-founded proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
2. Election and composition of SNB
SNB consists of five (5) members. Four members shall represent the four shareholders who on 31 August preceding the Annual General Meeting represent the largest number of the votes of all shares in the company and who wish to participate in the nomination process. The Chairman of the Board of Directors shall be the fifth member of SNB. The SNB shall elect the Chairman from amongst its members.
The largest shareholders are determined on the basis of the shareholdings registered in the book-entry system. In case two shareholders own an equal amount of shares and votes and representatives of both shareholders cannot be appointed to SNB, the decision shall be made by drawing lots. Shareholder, who has divided its ownership e.g. into a number of funds and has an obligation to disclose changes in its shareholding under the Finnish Securities Markets Act, has a right to demand that its shareholding be counted as one by notifying the Chairman of the Board of Directors of Elisa Corporation in writing by 31 August preceding the Annual General Meeting.
Term of the office of SNB expires after the new SNB has been appointed.
Should a shareholder divest more than half of its shareholding, and as result of the divestment no longer be amongst the ten largest shareholders of Elisa Corporation, the appointed representative of such shareholder shall resign. The appointed representative shall exclude him/her from the work of the SNB or resign in case of conflict of interest. SNB may appoint a new member to replace a prematurely vacated seat. It is in the discretion of SNB to offer a vacant seat to a shareholder of Elisa Corporation. SNB must decide on replacements if the number of SNB members decreases to less than three during its term of office.
3. Decision-making
SNB shall have a quorum when more than half of its members are present. No decision shall be made, unless all members have been reserved the possibility to consider the matter and participate in the meeting.
Decisions of SNB shall be unanimous. If consensus cannot be reached, members of SNB shall present their own proposals to the General Meeting individually or jointly with other members of SNB.
All decisions of SNB must be recorded in SNB’s minutes. The minutes shall be dated and numbered and preserved in a safe manner. The minutes shall be signed by the Chairman together with at least one SNB member.
4. Duties of SNB
The duties of SNB shall include:
-
to prepare the proposal to the Annual General Meeting on matters pertaining to the remuneration of the members of the Board of Directors
-
to prepare the proposal to the Annual General Meeting on the number of the members of the Board of Directors
-
to prepare the proposal to the Annual General Meeting on the appointment of the members of the Board of Directors
-
to take care of the succession planning of the members of the Board of Directors
-
to present the proposal to the Annual General Meeting on matters pertaining to the remuneration of the members of the Board of Directors
-
to present the proposal to the Annual General Meeting on the number of the members of the Board of Directors
-
to present the proposal to the Annual General Meeting on the appointment of members of the Board of Directors.
4.1. General rules on preparing the proposal
The proposal to be presented to the Annual General Meeting on the composition of the Board of Directors is prepared by SNB. However, any shareholder of the company may also make such a proposal directly to the Annual General Meeting.
The performance of the current Board of Directors is assessed annually and the results are notified to SNB when it prepares the proposal for the composition of the new Board of Directors. SNB shall take the results of the assessment duly into account in SNB work. SNB may hear other shareholders and also employ the services of an outside consultant for candidate search.
4.2. Qualifications for the members of the Board of Directors
The Board of Directors of the company shall be professionally competent and as a group have sufficient knowledge of and competence in the company's field of business and markets.
In order to ensure the required competence SNB shall take into due consideration the relevant legislation and requirements set out in the recommendations of the Finnish Corporate Governance Code.
In particular, the Board of Directors as a group shall have sufficient knowledge of and competence in:
-
the company's field of business and markets
-
the management of a publicly traded company of corresponding size
-
accounting
-
risk management
-
corporate acquisitions and divestments
-
corporate governance.
In addition to the aforementioned SNB shall consider the independence requirements of the Finnish Corporate Governance Code and the relevant Stock Exchange rules.
5. Tasks of the Chairman
The task of the Chairman of SNB is to direct the activities of SNB in such way that SNB achieves its objectives efficiently and observes the expectations of the shareholders and interests of the company.
In this context the Chairman:
-
convenes and chairs the meetings of SNB, and
-
supervises that SNB meetings set out in the timetable are convened, and convenes unscheduled meetings, if judging these to be necessary, or if requested by a SNB member, to be held within 14 days of the date of request.
6. Proposals to the Annual General Meeting
SNB shall present and explain its proposals to the Annual General Meeting. The proposals shall be included in the notice of the Annual General Meeting and SNB must submit its proposals to the Board of Directors at the latest on 1 February preceding the Annual General Meeting.
SNB shall also provide a report to the Annual General Meeting on how its work was conducted. The above-mentioned information shall be published on the website of the company.
7. Confidentiality
SNB members and shareholders they represent shall keep the information regarding the proposals confidential until the final decision has been made by SNB and published by the company. The Chairman of SNB shall have the right at his/hers discretion to decide whether the company enters into non-disclosure agreements with the shareholder or its representative in SNB.
8. Amendments to this charter and authorization
SNB shall review this charter annually and propose possible changes to the Annual General Meeting. Material changes to the amount of members in the SNB and their election process will be decided by the general meeting of shareholders. SNB is authorized to execute necessary technical updates and amendments to this charter.
|