Notice to convene Lamor Corporation Plc's Annual General Meeting of Shareholders
Lamor Corporation Plc Company Release 7 April 2022 at 11:00 a.m. EEST
Notice to convene Lamor Corporation Plc's Annual General Meeting of Shareholders
Notice is given to the shareholders of Lamor Corporation Plc to the Annual General Meeting of the company to be held on 28 April 2022, commencing at 10.00 a.m. (Eastern European Summer Time) at the Company's headquarters, at the address Rihkamatori 2, 06100 Porvoo, Finland. Shareholders of the Company and their proxy representatives may participate and exercise their shareholder rights in the meeting only by voting in advance and by submitting counterproposals and asking questions in advance. It is not possible to attend the meeting in person due to precautionary measures related to the coronavirus pandemic. Instructions to the shareholders can be found below in this notice in section C Instructions for the participants in the General Meeting of Shareholders.
The Board of Directors of the Company has decided on an exceptional meeting procedure based on the temporary legislation (375/2021) that has entered into force on 8 May 2021. To limit the spread of the coronavirus pandemic, the Company has decided to take actions enabled by the temporary legislation in order to hold the Annual General Meeting in a predictable manner and to secure the health and safety of the Company's shareholders, employees and other stakeholders.
A Matters on the Agenda of the General Meeting of Shareholders
At the General Meeting of Shareholders, the following matters will be considered:
1 Opening of the meeting
2 Calling the meeting to order
Marko Vuori, attorney-at-law, will act as the chairperson of the General Meeting of Shareholders. If Marko Vuori is not able to act as chairperson due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as chairperson.
3 Election of person to scrutinise the minutes and to supervise the counting of votes
Tom Fagernäs, attorney-at-law, will act as the person to confirm the minutes and supervise the counting of votes. If Tom Fagernäs is unable to act as the person to confirm the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as a person to confirm the minutes and 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
The shareholders who have voted in advance within the advance voting period and who have the right to participate in the Annual General Meeting pursuant to Chapter 5 Sections 6 and 6a of the Companies Act will be deemed shareholders represented at the Annual General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Ltd.
6 Presentation of the financial statements, report of the Board of Directors and auditors' report for the year 2021
As the Annual General Meeting can only be attended by advance voting, the annual report 2021, including the financial statements, report of the Board of Directors and the auditor's report published by the Company on 31 March 2022, and which is available on the Company's website at investors.lamor.com/reports-and-presentations, is deemed to have been presented to the Annual General Meeting.
7 Adoption of the annual accounts
8 Profit / loss for the financial year
The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the financial year 1 January 2021 – 31 December 2021 and that the loss for the financial year shall be entered in the compilation of loss. The parent company’s distributable funds total EUR 34,009,086.68 which includes EUR -7,478,375.60 in net loss for the year.
9 Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2021
10 Adoption of the remuneration policy of the governing bodies
As the Annual General Meeting can only be attended by advance voting, the Remuneration Policy of the Governing Bodies published on 7 April 2022 is deemed to have been presented to the Annual General Meeting. The Remuneration Policy is available on the Company's website at investors.lamor.com/governance/remuneration. The resolution on the Remuneration Policy is advisory. The Remuneration Policy is appended hereto as schedule 1.
The Board of Directors proposes to the Annual General Meeting that the Remuneration Policy of the Governing Bodies shall be adopted.
11 Adoption of the remuneration report of the governing bodies
As the Annual General Meeting can only be attended by advance voting, the Remuneration Report of the Governing Bodies for 2021 published on 31 March 2022 is deemed to have been presented to the Annual General Meeting. The Remuneration Report is available on the Company's website at investors.lamor.com/governance/remuneration as of 31 March 2022. The resolution on the Remuneration Report is advisory.
The Board of Directors proposes to the Annual General Meeting that the Remuneration Report of the Governing Bodies shall be adopted.
12 Resolution on the remuneration of the members of the Board of Directors
Shareholders of the Company, who control over 45 per cent of the shares and over 45 per cent of the votes of the Company, have made a proposal to the Annual General Meeting that the remuneration of the Board of Directors shall be as follows:
The remuneration payable to the members of the Board of Directors shall be EUR 20,000 annually for each member of the Board, except for the Chairman of the Board, who shall be paid EUR 50,000 annually, and the possible Vice Chairman of the Board, who shall be paid EUR 45,000 annually.
The Chairman of the Audit Committee shall be paid a fixed annual remuneration of EUR 10,000 and each member of the Audit Committee EUR 5,000. In case the Chairman of the Audit Committee acts as the Chairman or as the Vice Chairman of the Board of Directors, no remuneration related to the committee work shall be paid.
The Chairman of the Remuneration Committee, which is planned to be established, shall be paid a fixed annual remuneration of EUR 5,000 and each member of the Remuneration Committee EUR 2,500. The payment of the committee remuneration is subject to the establishment of the Remuneration Committee as planned. In case the Chairman of the Remuneration Committee acts as the Chairman or as the Vice Chairman of the Board of Directors, no remuneration related to the committee work shall be paid.
In addition, it is proposed that the meeting fees payable to all the other members of the Board of Directors, except for the Chairman of the Board, shall be EUR 1,000 per each meeting. When a member participates in a meeting via remote connection, the meeting fee shall be EUR 750. Travel expenses will be reimbursed in accordance with the Company's travel policy and the official decision of the Finnish Tax Administration on tax-exempt allowances.
13 Resolution on the number of the members and election of the members of the Board of Directors
Shareholders of the Company, who control over 45 per cent of the shares and over 45 per cent of the votes of the Company, have made a proposal to the Annual General Meeting that the number of members of the Board of Directors shall be five (5).
Further, shareholders of the Company, who control over 45 per cent of the shares and over 45 per cent of the votes of the Company, have proposed that of the current members of the Board of Directors, Nina Ehrnrooth, Fred Larsen, Kaisa Lipponen and Timo Rantanen shall be re-elected as members of the Board of Directors, and that Mika Ståhlberg shall be elected as a new member of the Board of Directors, each for a term commencing at the close of the Annual General Meeting and continuing until the close of the 2023 Annual General Meeting. A brief presentation of the new board member is attached as schedule 2 to this notice of General Meeting and can also be found on the Company's website at investors.lamor.com/governance/general-meeting/annual-general-meeting-2022.
14 Resolution on the remuneration of auditor
Based on the proposal prepared by the Audit Committee, the Board of Directors proposes that the auditor shall be paid reasonable remuneration in accordance with the invoice approved by the Company.
15 Election of auditor
Based on the proposal prepared by the Audit Committee, the Board of Directors proposes that the firm of authorised public accountants Ernst & Young Oy, which has appointed APA Juha Hilmola as responsible auditor, be re-appointed as auditor to serve for a term ending at the end of the next Annual General Meeting. The auditor proposed herein has given its consent for the election.
16 Authorisation of the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the issuance of shares as follows:
The shares issued under the authorisation may be new shares or treasury shares. Under the authorisation, a maximum of 2,750,000 shares, which corresponds to approximately 10 per cent of all of the shares at the time of this proposal, may be issued. The shares may be issued in one or more tranches.
Under the authorisation, the Board of Directors may resolve upon issuing new shares to the Company itself. However, the Company, together with its subsidiaries, may not at any time hold more than 10 per cent of all its shares.
The Board of Directors is authorised to resolve on all terms of the share issue. The Board of Directors is authorised to resolve on a directed share issue in deviation from the shareholders' pre-emptive rights, provided that there is a weighty financial reason for the Company to do so.
The proposed authorisation does not invalidate any earlier authorisations entitling the Board of Directors to decide on share issues or issues of special rights entitling to shares.
The authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2023.
17 Authorisation of the Board of Directors to decide on issuing shares of option rights and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10 of the Companies Act, as follows:
Under the authorisation, shares, option rights and other special rights entitling to shares may be issued in such a way that the shares to be issued either directly or on the basis of option rights and other special rights under the authorisation shall not exceed 550,000 shares in aggregate, which would correspond to approximately two (2) per cent of all the Company's shares at the time of this proposal. The shares, option rights and other special rights entitling to shares may be issued in one or more tranches.
The authorisation can be used to issue shares, option rights and other special rights as part of the management and employee incentive schemes of the Company.
The Board of Directors is authorised to resolve on all terms for the issuance of the shares, option rights and special rights entitling to shares. The Board of Directors is authorised to resolve on a directed issue of the shares, option rights and special rights entitling to shares in deviation from the shareholders' pre-emptive right, provided that there is a weighty financial reason for the Company to do so.
The proposed authorisation does not invalidate any earlier authorisations entitling the Board of Directors to decide on issues of shares, option rights or of special rights entitling to shares.
The authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2023.
18 Authorisation of the Board of Directors to decide on the acquisition of the Company's own shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise the Board of Directors to decide on the acquisition of the Company's own shares as follows:
The number of own shares to be repurchased shall not exceed 2,750,000 shares. However, the Company together with its subsidiaries cannot at any moment own and/or hold as pledge more than 10 per cent of all the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorisation.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The shares may be repurchased in one or more tranches.
Own shares can be repurchased, inter alia, to limit the dilutive effects of share issues carried out in connection with possible acquisitions, to develop the Company's capital structure, to be transferred in connection with possible acquisitions, to be used in incentive schemes or to be cancelled, provided that the repurchase is in the interest of the Company and its shareholders.
The authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2023.
19 Resolution on establishing a Shareholders’ Nomination Board
The Board of Directors proposes that the Annual General Meeting would resolve to establish a permanent Shareholders’ Nomination Board and to approve the Charter of the Shareholders’ Nomination Board attached as schedule 3. The Charter can also be found on the Company's website at investors.lamor.com/governance/general-meeting/annual-general-meeting-2022. The duties of the Nomination Board would include preparing and presenting for the Annual General Meeting, and when necessary to the Extraordinary General Meeting, proposals on the remuneration, number of the members, and the members of the Board of Directors. Further, the duties would include searching for possible candidates for new members of the Board of Directors.
20 Closing of the meeting
B Documents of the General Meeting of Shareholders
The abovementioned proposals of the Board of Directors on the agenda of the Annual General Meeting as well as this notice are available to shareholders on Lamor Corporation Plc's website at investors.lamor.com/governance/general-meeting/annual-general-meeting-2022. Lamor Corporation Plc's annual report 2021, including the financial statements, report of the Board of Directors and the auditor's report, is also available on the said website.
The minutes of the Annual General Meeting will be available on the abovementioned website no later than 12 May 2022.
C Instructions to the participants of the General Meeting of Shareholders
Shareholders can participate in the Annual General Meeting and use their shareholder rights only by voting in advance in accordance with the instructions below. The voting list and results of votes of the Annual General Meeting shall be made solely based on the advance voting.
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 14 April 2022 (record date) in the Company's shareholders' register held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is automatically registered in the shareholders' register of the Company. A shareholder can participate in the Annual General Meeting only by voting in advance.
2. Advance voting
Registration for the Annual General Meeting and advance voting will begin on 12 April 2022 at 10:00 a.m. (Eastern European Summer Time), following the deadline for publishing counterproposals to be placed for a vote. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting by voting, must register for the Annual General Meeting and vote in advance no later than 21 April 2022 by 11:59 p.m. (Eastern European Summer Time) by which time the registrations and votes must be received.
Requested information, such as the name, date of birth, and contact details of the shareholder, must be provided in connection with the registration and voting. The personal data given by the shareholder to the Company or Innovatics Ltd will be used only in connection with the Annual General Meeting and with the processing of related necessary registrations.
Shareholders, who have a personal Finnish book-entry account, may vote in advance on certain items on the agenda of the Annual General Meeting from 12 April 2022, 10:00 a.m. (Eastern European Summer Time) until 21 April 2022, 11:59 p.m. (Eastern European Summer Time) by the following means:
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.
- By email or mail
A shareholder who votes in advance by mail or email shall send the advance voting form available on the Company’s website at investors.lamor.com/governance/general-meeting/annual-general-meeting-2022 no later than on 12 April 2022, 9:00 a.m. (Eastern European Summer Time) or corresponding information to Innovatics Ltd by mail to Innovatics Ltd, Annual General Meeting / Lamor Corporation Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at agm@innovatics.fi.
Instructions relating to the advance voting may be found also on the Company’s website investors.lamor.com/governance/general-meeting/annual-general-meeting-2022.
Additional information on the registration and advance voting is available during the registration period by telephone at +358 10 2818 909 on business days between 9:00 a.m.–12:00 noon and 1:00 p.m.–4:00 p.m.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise its rights at the meeting by way of proxy representation. Also, the proxy representative may participate the AGM and vote in advance only in a manner set out in this notice.
Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent.
Proxy representative of the shareholder shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Statutory right of representation may be demonstrated by using the suomi.fi e-Authorisations service, which is in use in the online registration and voting service.
Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
The possible proxy documents are requested to be delivered primarily as an attachment in connection with the registration and advance voting or secondarily by e-mail to agm@innovatics.fi before the closing of the registration and advance voting, by which time the proxy documents must be received. The actual instructions for voting are available at the abovementioned website from 12 April 2022, 9:00 a.m. (Eastern European Summer Time) once the deadline for publishing counterproposals to be placed for a vote has passed.
4. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting 14 April 2022 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. Participation in the Annual General Meeting also requires that the shareholder has been registered on the basis of such shares in the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 25 April 2022 by 10:00 a.m. (Eastern European Summer Time). Changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting nor the number of votes of the shareholder.
A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the registration in the temporary shareholders’ register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organisation of the custodian bank shall register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, in the temporary shareholders’ register of the Company at the latest by the time stated above. In addition, the account management organisation of the custodian bank shall arrange advance voting on behalf of the holders of nominee-registered shares within the registration period for nominee-registered shares.
5. Other instructions/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@lamor.com no later than 11 April 2022 at 12:00 noon (Eastern European Summer Time). In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual 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 on 12 April 2022 by 9:00 a.m. (Eastern European Summer Time), at the latest, publish on its website investors.lamor.com/governance/general-meeting/annual-general-meeting-2022 the counterproposals, if any, that may be voted on.
A shareholder may present questions referred to in Chapter 5, Section 25 of the Companies Act with respect to the matters to be considered at the Annual General Meeting by 12 April 2022 at 4:00 p.m. (Eastern European Summer Time) at the online registration service or by email to agm@lamor.com.
Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that have not been placed for a vote are available on the Company’s website at investors.lamor.com/governance/general-meeting/annual-general-meeting-2022 on 19 April 2022 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.
On the date of this notice, the total number of Lamor Corporation Plc's shares and votes is 27,502,424, of which 542,450 shares are held by the Company itself.
Porvoo, 7 April 2022
LAMOR CORPORATION PLC
Board of Directors
Further enquiries
Mika Pirneskoski, CEO, Lamor Corporation Plc, tel. +358 40 757 2151
Certified Adviser
Danske Bank A/S, Finland Branch, tel: +358 50 590 7667
Lamor in brief
Lamor is one of the leading global providers of environmental solutions. Lamor provides its customers with equipment used for oil recovery, waste management and water treatment as well as versatile environmental solutions and services, such as clean-up and preparedness services related to oil spill response and oil spills, services for the treatment of waste and tailored and adapted water treatment solutions. Lamor operates together with its local partners, offering a wide selection of solutions, which can be tailored according to the needs of each customer, and aiming to clean the world, for which the company has worked since its incorporation. The company’s share is listed on the Nasdaq First North Premier Growth Market Finland marketplace maintained by Nasdaq Helsinki under the trading code LAMOR. Further information: www.lamor.com
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