St1 Nordic Oy, Business ID 2082259-7
Firdonkatu 2, reception 6th floor
00520 HELSINKI
St1 Nordic Oy's Annual General Meeting will be held on 17 April 2024 at 1:00 p.m. at Original Sokos Hotel Tripla Pasila at Fredrikanterassi 1 B, 00520 Helsinki. The hotel will have signs for the event and staff will guide you to the event.
Shareholders representing more than 96% of the share representation have notified that they support the proposals made to the Annual General Meeting. The company's main owner Mika Anttonen, as well as Kim Wiio and Mikko Koskimies, will be represented at the Annual General Meeting by proxy by the company's CEO Henrikki Talvitie.
The following matters will be discussed at the Annual General Meeting:
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. Declaration of validity 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 year 2023
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that St1 Nordic Oy pays a dividend for the financial year that has ended so that the dividend to be distributed is EUR 1.00 per share, a total of EUR 38,591,233.00. The Board of Directors also proposes that the dividend is paid to shareholders who are shareholders by 22.4.2024 and that the dividend shall be paid on 29.4.2024.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
It is proposed to the Annual General Meeting that the members of the Board of Directors, excluding the Chairman, get the following remuneration in cash for the term ending at the end of the next Annual General Meeting:
- Board members EUR 50,000 each
11. Resolution on the number of members of the Board of Directors
It is proposed to the Annual General Meeting that the number of members of the Board of Directors shall be four (4).
12. Election of members of the Board of Directors
It is proposed to the Annual General Meeting that the following persons be re-elected as members of the Board of Directors for a term ending at the end of the next Annual General Meeting:
- Mika Anttonen
- Kim Wiio
- Mikko Koskimies
- Kati Ihamäki
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor to be elected be paid according to a reasonable invoice.
14. Election of auditor
The Board of Directors proposes to the Annual General Meeting that authorised public accounting firm PricewaterhouseCoopers Oy will be re-elected as auditor for a term ending at the end of the next Annual General Meeting, they have informed that Janne Rajalahti, APA, would act as the auditor with principal responsibility.
15. Authorization for the Board to the acquisition of own shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting decides to authorize the Board of Directors to decide on the directed acquisition of the company's own shares in accordance with Chapter 15 of the the Limited Liability Companies Act i.e. otherwise than in proportion to the shareholders' holdings as follows: The Board of Directors proposes that a maximum of 1,000,000 (million) shares are acquired and that the Annual General Meeting authorizes the Board of Directors to decide on the period during which the shares can be offered and after which the Board of Directors will make the acquisition decision.
It is proposed that the authorization would be valid until the end of the next Annual General Meeting. It is proposed that the purchase price be EUR 34.69 per share, based on the Group's equity less dividend paid and divided by the number of shares in the previous confirmed financial year. In addition, it is proposed that at least 3,000 shares of the shares owned by the shareholder must be offered, or, if the shareholder owns less than 3,000 shares all shares owned by the shareholder must be offered for acquisition. Only shares owned by the shareholder, that are not subject to any pledge rights, or other similar rights may be offered for acquisition.
There is a compelling financial reason for acquisition of the company's own shares: clarifying the ownership structure and enabling those who wish to sell shares to do so. The acquistion of the company's own shares in accordance with the authorization may be made in one or several instalments.
16. Closing of the meeting
General Meeting documents and participation
The above-mentioned proposals for resolutions on the agenda of the General Meeting are mainly included in the notice convening the meeting. The company's financial statements, the report of the Board of Directors and the auditor's report are available on the company's website www.st1.com. The proposals for resolutions and other above-mentioned documents are also available at the Annual General Meeting.
Participation in the Annual General Meeting should be notified by email osakerekisteri@st1.fi by 12.4.2024.
The shareholder, his/her representative or proxy representative shall, if necessary, be able to prove his/her identity and/or right of representation at the meeting venue. A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
Helsinki, 4.4.2024
St1 Nordic Oy
The Board of Directors