The Finnish Companies Act and Mandatum plc’s Articles of Association regulate the matters that must be dealt with at a General Meeting (competence of a general meeting). Customarily, a General Meeting deals with, in addition to issues determined by law and the Articles of Association, the issues presented by the Board of Directors. Furthermore, according to the Finnish Companies Act, a shareholder has the right to require a certain issue to be dealt with at a General Meeting, providing the issue falls within the scope of competence of a General Meeting.
The Board of Directors convenes a General Meeting by publishing a notice of the meeting on Mandatum plc’s website at least three weeks before the General Meeting and no later than nine days before the record date of the General Meeting. The notice of a General Meeting shall also be published by a stock exchange release.
The notice and other documents of the AGM, including the proposals of the Board of Directors and its Committees, the Board of Directors’ Report and the Financial Statements, and the proposal for the Remuneration Policy for Governing Bodies and Remuneration Report for Governing Bodies will be made available on the company’s website at least three weeks before the General Meeting.
The Annual General Meeting (AGM) must be held before the end of June on a date specified by the Board of Directors. The AGM shall discuss matters assigned to it in accordance with the Articles of Association and any other business referred to in the notice of the meeting.
According to the Articles of Association of Mandatum plc, the Annual General Meeting shall:
An Extraordinary General Meeting (EGM) is convened when considered necessary by the Board of Directors. The Auditor, or shareholders together holding a minimum of one tenth of all the shares in the company may also request that an EGM shall be convened to discuss a specified matter raised by them.
By attending General Meetings, shareholders may exercise their voting rights, request information and participate in the decision-making process of the company. At a General Meeting, each Mandatum plc share carries one vote.
A shareholder can participate in the General Meeting either in person or by way of proxy representation. Notification regarding attending a meeting must be made by the date mentioned in the notice of the meeting. A shareholder who on the record date is registered in Mandatum plc’s shareholder register maintained by Euroclear Finland Ltd has the right to participate in the shareholders’ meeting. A shareholder, whose shares are registered in their personal Finnish book-entry account, is registered in the shareholders’ register of the company. Any owner of nominee-registered book entries who wishes to attend a General Meeting, has to temporarily register their shares in Mandatum plc’s shareholders’ register.
The minutes of the General Meetings are published for display to shareholders within two weeks of the meeting. In addition, the decisions of the General Meetings shall be published without undue delay through a stock exchange release following the meeting.