Corporate governance

Corporate Governance > Extraordinary General Meeting 2022

Extraordinary General Meeting 2022

Notice is given to the shareholders of Talenom Plc to the Extraordinary General Meeting of the company to be held on 13 October 2022 at 10 a.m. at Töölönlahdenkatu 2, 00100 Helsinki.

Matters on the agenda of the Extraordinary General Meeting

The Board of Directors proposes that an addition is made to the Articles of Association concerning remote participation in the General Meeting as an alternative or without convening to a physical meeting. The amendment would be made to Section 7 of the Articles:

7 § NOTICE TO GENERAL MEETING, MEETING VENUE AND MEANS OF PARTICIPATION

The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.

The notice shall be delivered to the shareholders by means of a notice published on the company’s website.

In order to be entitled to attend and use their right to speak at the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the General Meeting, which may not be earlier than ten (10) days prior to the General Meeting.

The Board of Directors may decide on alternative additional means of participating in the General Meeting so that shareholders may exercise their decision-making rights prior to or during the General Meeting by use of telecommunication or other technical means. The Board of Directors may also decide that the General Meeting is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time by use of telecommunication or other technical means during the meeting.

In addition to the domicile of the Company, Shareholders’ Meetings can also be held in Helsinki.

The Section of the old Articles of Association:

7 § INVITATION TO THE ANNUAL GENERAL MEETING

The invitation to the Annual General Meeting must be verifiably delivered to the shareholders in writing at the earliest two months and at the latest one week before the Annual General Meeting to the address registered in the Register of Shareholders.

After the company’s shares have been linked to the book-entry system the invitation to the Annual General Meeting is published on the Company's website at the earliest two (2) months and at the latest 21 days before the meeting, however, always at least nine (9) days before the matching date of the Annual General Meeting defined in the Limited Liability Companies Act.

In order to exercise their rights to vote and speak at the Annual General Meeting a shareholder must register in advance in the manner mentioned in the invitation to the meeting and by the date mentioned in the meeting that can at the earliest be ten (10) days before the day of the meeting.

In addition to the domicile of the Company, Shareholders’ Meetings can also be held in Helsinki.

Instructions for the participants in the extraordinary general meeting

Shareholders registered in the shareholders’ register

Shareholders and their proxies can participate in the General Meeting and exercise shareholder rights only by voting in advance as well as by presenting counterproposals and questions in advance in accordance with the instructions below.
The list of votes of the General Meeting and results of the votes are determined solely based on the advance voting.

1. Shareholders registered in the shareholders’ register

Each shareholder who is registered on 3 October 2022 (record date of the General Meeting) in the shareholders’ register of the company held by Euroclear Finland Oy has the right to participate in the 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 can participate in the General Meeting and exercise shareholder rights only by voting in advance as well as by presenting counterproposals and questions in advance in accordance with the instructions described in this invitation.

2. Registration and advance voting

Registration for the meeting and advance voting will begin on 28 September 2022 at 10 a.m. when the deadline for submitting and publishing counterproposals subject for voting has passed. A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting by voting in advance must register for the General Meeting and vote in advance by 7 October 2022 at 16:00 p.m. Finnish time, by which time the registration is required to have been completed and votes need to have been received.

When registering, requested information such as the name of the shareholder, personal identification number and contact information, must be given. The personal data submitted to Talenom Plc and Innovatics Ltd will be used only in connection with the General Meeting and with the processing of related registrations.

Shareholders, who has a personal Finnish book-entry account, can register and vote in advance on certain items on the agenda of the General Meeting from 28 September 2022 until 16:00 p.m. Finnish time on 7 October 2022 by the following means:

a) through this web page. Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.



b) by email

A shareholder voting in advance by email must submit the advance voting form available on this web page. If the shareholder participates in the General Meeting by submitting the advance votes to Innovatics Ltd by email, the submission of votes before the end of the notification of participation and advance voting period also constitutes due registration for the General Meeting, provided that the shareholder's message includes the information requested on the advance voting form required for registration.

Additional information about the registration and voting in advance is available by phone +358 10 2818 909 from Monday to Friday at 9:00 a.m. – 12:00 noon and 13:00 – 16:00 p.m. Finnish time.

Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record day of the General Meeting, i.e. 3 October 2022, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd by 10 October 2022 at 10:00 a.m. Finnish time. With regards to nominee registered shares, this constitutes due registration for the General Meeting. Any changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the General Meeting, into the shareholders’ register of the company no later than the time stated above and to arrange voting in advance on behalf of the holder of nominee registered shares.

Other instructions and information

Shareholders who hold at least one hundredth of all the shares in the company have a right to make a counterproposal on the agenda items, to be placed for a vote. Such counterproposals are required to be sent to the company by email to agm@talenom.fi no later than by 22 September 2022 at 16.00 p.m. In connection with making a counterproposal, shareholders are required to provide evidence of their shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the General Meeting and that the shareholder holds at least one hundredth of all shares in the company on the record date of the General Meeting. Should the counterproposal not be placed for a vote at the meeting, advance votes in favour of the proposal will not be taken into account. The company will latest on 28 September 2022 publish on this web page the counterproposals, if any, that may be voted on.

A shareholder has the right to ask questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on topics to be considered by the General Meeting by delivering such questions by email to agm@talenom.fi until 3 October 2022 at 16.00 p.m. Finnish time by which time the questions must have been received. Such questions from shareholders and the company’s management’s answers to them, and any counterproposals that have not been placed for a vote will be available on this web page on 5 October 2022 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding.

Important dates

Deadline for submitting counterproposals 22 September 2022 at 16.00 p.m.
Counterproposals available on this site latest 28 September 2022
Registration and advance voting begins 28 September 2022 at 10:00 a.m.
Record date of the General Meeting 3 October 2022
Deadline for submitting questions to the AGM 3 October 2022 at 16 p.m.
Responses to questions posed by shareholders visible on this site latest 5 October 2022
Registration and advance voting ends 7 October 2022 at 16:00 p.m.
EGM minutes available on this site latest 27 October 2022