DNA PLC STOCK EXCHANGE RELEASE 1 OCTOBER 2019, 4:00 pm (EEST)
The shareholders of DNA Plc are invited to an Extraordinary General Meeting, which will be held on 31 October 2019 at 9:00 am (EET) in Hotel Kämp's conference venue Symposium, 2nd floor at Kluuvikatu 2, Helsinki. The reception of shareholders who have registered for the meeting and the distribution of voting slips will commence at 8.30.
A. Matters on the agenda of the Extraordinary General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and supervise the counting of votes
4. Declaration of validity of the meeting
5. Recording the attendance and adoption of the list of votes
6. Resolution on the number of members of the Board of Directors
- The Shareholders' Nomination Committee proposes that the number of Board members be seven (7).
7. Resolution on the remuneration of the members of the Board of Directors
- The Nomination Committee proposes that the remuneration of the Board of Directors remain unchanged.
The Nomination Committee proposes that the Chairman of the Board be paid annual remuneration of
EUR 144,000 and the members EUR 48,000. It is proposed that the meeting fee paid for Board meetings be EUR 1,050 per meeting. The proposed meeting fee per meeting of the Board's permanent committees is
EUR 1,050 for the committee chairs and EUR 525 for each committee member.
The Nomination Committee proposes that those Board members who are non-independent of DNA Plc’s shareholders will resign their entitlement for the reward.
8. Election of the members of the Board of Directors
- The Shareholders' Nomination Committee proposes the re-election of the current Board members Tero Ojanperä, Anni Ronkainen and Kirsi Sormunen. As new Board members the Nomination Committee proposes the election of Jørgen Arentz-Rostrup, Nils Katla, Fredric Scott Brown and Ulrika Steg.
All of the persons proposed to be nominated to the Board have given their consent to being nominated.
9. Closing of the meeting
B. The Extraordinary General Meeting Documents
The above proposals by the Shareholders' Nomination Committee, which are on the agenda of the Extraordinary General Meeting, are available on the company's website at https://corporate.dna.fi/investors/governance/general-meetings.
The decision proposals are also available at the Extraordinary General Meeting, and a copy of them and this notice of the meeting will be sent to a shareholder on request.
Minutes of the Extraordinary General Meeting will be available on the above-mentioned website by 14 November 2019.
C. Instructions for the participants
1. Shareholder entered in the shareholder register
A shareholder who is registered in the company's shareholder register kept by Euroclear Finland Ltd on 21 October 2019 (the record date of the Extraordinary General Meeting), is entitled to attend the Extraordinary General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry securities account is registered in the company's shareholder register.
A shareholder registered in the company's shareholder register must register for the meeting no later than 10.00 am (EET) on 28 October 2019.
Please register for the meeting, starting at 16 pm (EEST) on 1 October 2019:
a) on the internet at https://corporate.dna.fi/investors/governance/general-meetings
b) by telephone +358 20 770 6902 from Monday to Friday between 9.00 am and 4.00 pm EET
c) by letter to DNA Plc, Registrations to Extraordinary General Meeting, P.O. Box 10, FI-01044 DNA
The registration should include the shareholder's name, personal identity number or business ID, address, telephone number and the name of any accompanying person or proxy representative and the personal identity code of proxy representative. The personal data disclosed by the shareholders to DNA Plc will be used only in connection with the Extraordinary General Meeting and the processing of the necessary registrations related to it.
The shareholder or their accompanying person or proxy representative must be able to prove their identity and/or right of representation at the meeting venue.
2. Holder of a nominee-registered share
A holder of nominee-registered shares has the right to participate in the Extraordinary General Meeting by virtue of the shares on the basis of which they would be entitled to be entered in the shareholder register kept by Euroclear Finland Ltd on the record date of the Extraordinary General Meeting, 21 October 2019. Participation also requires that, by virtue of these shares, the shareholder is temporarily entered in the shareholder register kept by Euroclear Finland Ltd no later than on 28 October 2019 at 10.00 am. As regards nominee-registered shares, this is considered to constitute due registration to the Extraordinary General Meeting.
A holder of a nominee-registered share is advised to request their asset manager in good time to give the necessary instructions regarding temporary registration in the shareholder register, issue of powers of attorney, and registration for the Extraordinary General Meeting. The asset manager's account operator must report the holder of nominee-nominee registered share who wants to participate in the Extraordinary General Meeting to be temporarily entered in the company's shareholder register by the time stated above.
3. Use of a proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise their rights through a proxy representative.
A proxy presentative of a shareholder shall produce a dated power of attorney or otherwise in a reliable manner prove that they are entitled to represent the shareholder. If a shareholder participates in the Extraordinary General Meeting through several proxy representatives representing the shares held in different securities accounts, the share by which each proxy representative represents the shareholder must the reported in connection with the registration.
Please deliver any powers of attorney as originals to the company at the address DNA Plc, Registrations to Extraordinary General Meeting, P.O. Box 10, FI-01044 DNA before the end of the registration period.
4. Other instructions and information
A shareholder who is present at the Extraordinary General Meeting has the right referred to in Chapter 5, Section 25, of the Companies Act to ask questions during the meeting about the issues dealt with at the meeting.
On the date of the notice of the Extraordinary General Meeting 1 October 2019, DNA Plc has a total of
132,303 ,500 shares representing an equal number of votes. On the date of the notice of the Extraordinary General Meeting, the company holds a total of 121,316 treasury shares.
The Extraordinary General Meeting will be held in Finnish with simultaneous interpretation provided into English.
In Helsinki on 1 October 2019
BOARD OF DIRECTORS
DNA is one of the leading telecommunications companies in Finland. We want to make our customers' daily lives less complicated. We offer connections, services and devices for homes and workplaces, contributing to the digitalisation of society. DNA’s mobile communication network customers have the highest mobile data usage per subscription in the world. We are also Finland's largest cable TV operator and the leading pay-TV provider. DNA has more than 4 million subscriptions in its fixed and mobile communications networks. The company was ranked the best employer in Finland in the large companies category of the 2019 Great Place to Work survey. In 2018, our net sales were EUR 912 million and we employ about 1,600 people around Finland. DNA shares are listed on Nasdaq Helsinki Ltd. More information: www.dna.fi, Twitter @DNA_fi and Facebook.