NOTICE TO TRAINERS’ HOUSE PLC’S ANNUAL GENERAL MEETING
TRAINERS’ HOUSE PLC STOCK EXCHANGE RELEASE 7
MARCH 2023 AT 15:15
The shareholders of Trainers' House Plc are
invited to the annual general meeting, which will be held on 29
March 2023 at 13:30 at the company's office at Tammasaarenlaituri
3, 00180 Helsinki. Reception of those registered for the meeting at
the meeting place starts at 13:15.
A. Agenda of the general meeting
At the annual general meeting, the following
matters will be considered:
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
financial year 2022
- Presentation of the CEO’s review.
The financial statements, report of the Board of
Directors and auditor's report are available on the company's
website www.trainershouse.fi.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on
the balance sheet and the distribution of dividend
The Board of Directors proposes to the annual
general meeting on 29 March 2023 that from the retained earnings a
dividend of EUR 0.47 per share be paid out on the shares of the
Company.
The dividend will be paid in two
instalments:
- EUR 0.26 on 26 April
2023 (record date 19 April 2023)
- EUR 0.21 on 21
December 2023 (record date 14 December 2023)
The dividend will be paid to shareholders
registered in the register of shareholders of the company on the
record date of the dividend payment.
9. Resolution on the discharge of the members of
the Board of Directors and the managing director from liability
10. Consideration of the remuneration report of
the governing bodies
The remuneration report is available on the
company's website www.trainershouse.fi.
11. Resolution on the remuneration of the
members of the Board of Directors
The shareholders of Trainers’ House Plc
representing a total of approximately 47.7% of the company's shares
and votes, have informed the company that they will propose at the
annual general meeting that the chairperson of the board will be
paid 4,500 euros per month and the member 2,500 euros per
month.
12. Resolution on the number of members of the
Board of Directors
The shareholders of Trainers’ House Plc
representing a total of approximately 47.7% of the company's shares
and votes, have informed the company that they will propose at the
annual general meeting that the number of board members will be
confirmed at five (5).
13. Election of members of the Board of
Directors
The shareholders of Trainers’ House Plc
representing a total of approximately 47.7% of the company's shares
and votes, have informed the company that they will propose at the
annual general meeting that Aarne Aktan, Jari Sarasvuo, Jarmo
Hyökyvaara and Elma Palsila will be re-elected as board members and
Emilia Tauriainen elected as a new member.
14. Resolution on the remuneration of the
auditor
The board proposes that the auditor be
remunerated fee according to the auditor's reasonable invoice.
15. Election of auditor
The board proposes that Ernst & Young Oy
will be chosen to continue as the company's auditor.
16. The board's proposal to change the Articles
of Association
The Board of Directors proposes to the annual
general meeting that the annual general meeting should decide on
amending Article 12 of the Articles of Association so that the
general meeting could be held without a physical meeting place as a
remote meeting. According to the proposal, a new paragraph would be
added to Article 12 of the Articles of Association, which would
read in its entirety as follows:
"The board can decide that the general meeting
is held without a meeting place whereby the shareholders shall
exercise their power of decision in full in real-time during the
meeting using telecommunication connection and technical means
(remote meeting).”
17. Closing of the meeting
B. Documents of the general meeting
The above-mentioned proposals for resolutions on
the agenda of the annual general meeting and this notice are
available on Trainers’ House Plc's website at www.trainershouse.fi.
Trainers’ House Plc's financial atatements, annual report,
auditor's report, and remuneration report are available on the
aforementioned website. Copies of the proposals and other documents
are also available at the meeting.
The minutes of the annual general meeting will
be available on the aforementioned website no later than two weeks
from the date of the annual general meeting.
C. Instructions for meeting participants
1. Shareholder registered in the shareholders'
register
Shareholders who are registered in the
shareholders' register held by Euroclear Finland Oy on the record
date of 17 March 2023, are entitled to participate in annual
general meeting. A shareholder whose shares in the company are
registered in his/her personal Finnish book-entry account is
registered in the company's shareholders' register.
Registration for the annual general meeting
starts on 7 March 2023. A shareholder entered in the company's
shareholders' register who wishes to attend the annual general
meeting must register no later than 23 March 2023 at 16:00 (EET),
by which time the registration must be received.
Registration for the annual general meeting can
be done by mail to Trainers' House Plc, Tammasaarenlaituri 3, 00180
Helsinki, Finland or by telephone to number +358 50 430 7039 or by
e-mail to iiris.nummila@trainershouse.fi.
When registering, the shareholder must provide
the shareholder's name, identification number, address, telephone
number and the name and identification number of any assistant or
proxy. The personal data provided by shareholders to the Company
will only be used in connection with the annual general meeting and
the processing of the related necessary registrations.
2. Holder of nominee-registered shares
A holder of nominee-registered shares is
entitled to participate in the annual general meeting based on the
shares which would entitle him/her to be entered in the
shareholders' register kept by Euroclear Finland Oy on the record
date for the general meeting 17 March 2023. Participation also
requires that the shareholder is temporarily registered in the
shareholders' register held by Euroclear Finland Oy by 24 March
2023 by 10:00 (EET) at the latest. In the case of
nominee-registered shares, this is considered as registration for
the annual general meeting. Changes in the shareholding after the
record date of the General Meeting do not affect the right to
participate in the annual general meeting or the shareholder's
voting rights.
The holder of nominee-registered shares is
advised to request well in advance the necessary instructions from
his/her custodian bank regarding the temporary registration in the
register of shareholders, the issuing of proxies and voting
instructions and registration to the meeting. The account manager
of the custodian bank shall register the holder of
nominee-registered shares who wish to attend the general meeting
temporarily in the register of shareholders of the company by the
aforementioned date and time at the latest.
3. Proxy representatives and powers of
attorney
A shareholder may attend the annual general
meeting and exercise his/her rights there through a proxy
representative.
The shareholder's proxy must present dated proxy
documents, or otherwise in a reliable manner prove that he/she is
entitled to represent the shareholder at the annual general
meeting. If a shareholder participates in the annual general
meeting by means of several proxy representatives, who represent
the shareholder with shares on different securities accounts, the
shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration
to the meeting.
Possible proxy documents are requested to be
delivered to the address mentioned above for registrations before
the period for giving a notice to attend the meeting terminates by
e-mail or mail. In addition to delivering the proxy documents, the
shareholder or the proxy representative must take care of
registration to the meeting as described previously in this
notice.
4. Other information
The language of the meeting is Finnish.
Shareholders present at the annual general
meeting have the right to ask questions about the matters discussed
at the meeting in accordance with Chapter 5, Section 25 of the
Finnish Limited Liability Companies Act.
Changes in the shareholding after the record
date of the annual general meeting do not affect the right to
participate in the annual general meeting or the shareholder's
voting rights.
On the date of the notice of annual general
meeting, Trainers’ House Plc has a total of 2.147.826 shares
representing the same number of votes.
In Helsinki 7 March 2023
TRAINERS’ HOUSE PLC
Board of Directors
- Notice to the annual general meeting 2023
Trainers' House Oyj (LSE:0J7A)
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