According to the company’s Articles of Association, the notice convening a General Meeting shall be delivered to the company’s shareholders three months before the General Meeting at the earliest and no later than three weeks before the General Meeting, however, always at least nine days before the record date of the General Meeting. The notice shall be delivered to the shareholders by mailing it to their addresses specified in the company’s shareholder register or by publishing it on the company’s website or in at least one national daily newspaper designated by the Board of Directors. To be entitled to attend the General Meeting, the shareholder shall notify their attendance to the company by the date specified in the notice convening the meeting at the latest, and this date can be cten days before the General Meeting at the earliest.
To have the right to attend and vote at a General Meeting, a shareholder must be registered, in accordance with the Act on the Book-Entry System and Clearing Operations, in the shareholders’ register maintained by Euroclear Finland no later than eight business days prior to the relevant General Meeting (the record date of the General Meeting). A beneficial owner wishing to attend and vote at the General Meeting should seek a temporary registration in the shareholders’ register. The notification of temporary registration should be made at the latest on the date specified in the notice to the General Meeting, which shall according to the Finnish Companies Act be after the record date of the General Meeting, and such notification is considered a notice of participation in the General Meeting. If the shareholder is participating in the General Meeting through several authorised representatives, the shareholder shall in connection with the notification notify the shares based on which each authorised representative represents the shareholder.
Except for certain exceptions stipulated in the Finnish Companies Act, there are no quorum requirements regarding a certain number of shares to be represented in General Meetings.
A shareholder may attend and vote at a General Meeting in person or through an authorised representative. Each share in the company entitles its holder to one vote at a General Meeting. If the shareholder’s shares are recorded on more than one book-entry account, the shareholder has the right to use a different authorised representative for each book-entry account. The shareholder may also vote differently with a part of his owned votes. To attend and vote at a General Meeting, a shareholder must be registered in the shareholders’ register maintained by Euroclear Finland.
At the General Meeting, most resolutions are passed by a simple majority of the votes cast. However, certain resolutions, such as amending the Articles of Association, waiving shareholders’ pre-emptive right to subscribe for shares in a new issue, and resolutions on a merger, a demerger or dissolution of the company require at least a two-thirds majority of the votes cast and the shares represented at the meeting.