Extraordinary General Meeting 2020

Extraordinary General Meeting 2020 of Relais Group Plc

Notice is given to the shareholders of Relais Group Plc of the Extraordinary General Meeting to be held on Tuesday 8 September 2020 at 4 p.m. 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 the notice of the general meeting 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 act on temporary derogation from the Limited Liability Companies Act, the Limited Liability Housing Companies Act, the Co-operatives Act, the Associations Act and certain other corporation legislation to limit the spread of the COVID-19 epidemic (290/2020) which entered into force on 1 May 2020. In order to contain the spread of the COVID-19 pandemic, the Extraordinary 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 proactively ensuring compliance with the current recommendations of the authorities while the pandemic is still ongoing. 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 in the notice of the general meeting 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

Shareholders with a Finnish book-entry account can register and vote in advance on the matter on the agenda of the Extraordinary General Meeting during the period 20 August 2020 at 10 a.m. – 1 September 2020 at 12 noon.

Registration for the Extraordinary General Meeting

 Shareholder’s right to have a matter handled at the Extraordinary General Meeting and to 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 proposal for resolution on the agenda of the Extraordinary 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 Wednesday 19 August 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 Extraordinary General Meeting provided that the shareholder has the right to participate in the Extraordinary 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 Extraordinary 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 https://relais.fi/sijoittajat/hallinnointi/yhtiokokoukset/ylimaarainen yhtiokokous-2020/ no later than Thursday 20 August 2020.

Shareholders’ right to present questions

A shareholder may present questions on the matter on the agenda of the meeting pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act until Tuesday 25 August 2020 at 4 p.m. by email 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 are available on the company’s website https://relais.fi/sijoittajat/hallinnointi/yhtiokokoukset/ylimaarainen yhtiokokous-2020/ by no later than Friday 28 August 2020. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence of their shareholding to the company.

Important dates

Date Event
19 August, 2020 at 10 a.m. Deadline for shareholders’ counterproposals
20 August, 2020 at 10 a.m. Registration and advance voting begin
25 August, 2020 at 4 p.m. Deadline for shareholders’ questions
28 August, 2020 Answers to shareholders’ questions available on the company’s website
27 August, 2020 Record date of the Extraordinary General Meeting
1 September, 2020 at 12 p.m. Registration and advance voting ends*
8 September, 2020 at 4.00 p.m. Extraordinary General Meeting 
10 September, 2020 Record day of dividend payment
10 September, 2020 Record day of dividend payment
10 September, 2020 Record day of dividend payment
10 September, 2020 Record day of dividend payment

* 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