Annual General Meeting 2020

Annual General Meeting 2020 of Relais Group Plc

Notice is given to the shareholders of Relais Group Plc of the Annual General Meeting to be held on Monday 8 June 2020 at 4 p.m. (EET) at the company’s headquarters in Vantaa. Shareholders and their proxy representatives may participate in the meeting only by voting in advance and by making counterproposals and presenting questions in advance in accordance with this notice and other instructions by the company. It is not possible to attend the meeting in person.

The Board of Directors of the company has resolved on an exceptional meeting procedure under the temporary legislation (Act 290/2020) which entered into force on 1 May 2020. In order to contain the spread of the COVID-19 pandemic, the Annual General Meeting will be held without the presence of the shareholders or their proxy representatives. This is necessary in order to ensure the health and safety of the company’s shareholders, personnel and other stakeholders as well as to organize the meeting in a predictable way allowing equal means for shareholders to participate while also ensuring compliance with the current restrictions set by the authorities. For these reasons, shareholders and their proxy representatives can participate in the meeting and exercise shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. Further instructions are provided below in this notice in section C Instructions for the participants in the General Meeting. The management of the company will not attend the meeting, there will be no addresses by the Board or management at the meeting, and no webcast will be provided.

Notice of attendance and voting

Previous notices of participation which have been given for the Annual General Meeting which was convened to be held on 26 March 2020 are not deemed as notices of participation for this Annual General Meeting.

Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period 25 May 2020 at 10 a.m. – 1 June 2020 at 12 p.m.

Shareholders’ right to have a matter handled at the Annual General Meeting and present questions

Shareholders’ counterproposals

Shareholders holding at least one hundredth of all shares in the company have the right to make a counterproposal to the proposals for resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the company by e-mail to info@relais.fi by no later than Friday 22 May 2020 at 10 a.m.

Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings. The counterproposal will be considered at the General Meeting provided that the shareholder has the right to participate in the General Meeting and that the shareholder holds shares corresponding to at least one hundredth of all shares in the company on the record date of the General Meeting. If the counterproposal will not be taken up for consideration at the General Meeting, the votes given in favour of the counterproposal will not be taken into account.

The company will publish possible counterproposals to be put to a vote on the company’s website by no later than Monday 25 May 2020.

Shareholders’ questions

A shareholder may present questions on the matters on the agenda of the meeting pursuant to Chapter 5, Section 25 of the Companies Act until Monday 25 May 2020 4 p.m. by e-mail to info@relais.fi. Such questions by shareholders, responses to such questions by the company‘s management as well as other counterproposals than those put up to a vote on are available on the company‘s website by no later than Thursday 28 May 2020. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the company of their shareholding.

Important dates

Date Event
May 22, 2020 at 10 a.m. Deadline for shareholders’ counter proposals
May 25, 2020 at 10 a.m. Registration and advance voting begin
May 25, 2020 at 4 p.m. Deadline for shareholders’ questions
May 28, 2020 Answers to shareholders’ questions available on the company’s website
May 27, 2020 Record date of the AGM
June 1, 2020 at 12 p.m. Registration and advance voting ends*
June 8, 2020 Annual General Meeting date
June 8, 2020 Minutes of the meeting available on the company’s website

* Applicable if your shares are registered on a Finnish book-entry account. Otherwise please contact your own custodian for further information and instructions.

Relais
Relais Group Plc
Tähtäinkuja 2
01530 Vantaa
Finland