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EGM 2021

To be held on Friday, 10 September 2021

 

Specific guidance related to the COVID-19 pandemic

 

Adapteo urges its shareholders to consider not attending the Extraordinary General Meeting in person, as the Extraordinary General Meeting can only be held if the number of participants at the meeting venue complies with restrictions for gatherings set by Finnish authorities. Adapteo shall employ various precautionary measures to be able to hold the Extraordinary General Meeting and to ensure the safety of the people who must be present at the meeting venue.

 

As a result of the COVID-19 pandemic, the local authorities advise against all public gatherings and meetings held indoors or outdoors in the area of the Hospital District of Helsinki and Uusimaa. Gatherings of up to 25 persons may be organised, however, provided that safety can be ensured in accordance with the instructions issued by the Ministry of Education and Culture and Finnish Institute for Health and Welfare on 31 May 2021.

 

For the reasons described above, the Company's Board of Directors recommends that shareholders attend the meeting through an authorised representative, so that the Company can ensure that the Extraordinary General Meeting can be held.

 

Instead of attending the meeting in person, shareholders can authorize attorney-at-law Paul Raade, from Krogerus Attorneys Ltd or his designate to represent them at the Extraordinary General Meeting (free of charge). Instructions on how to authorise a proxy representative are given in more detail below.

 

Notice to convene Adapteo Plc's Extraordinary General Meeting of shareholders

 

Instructions for the participants in the Extraordinary General Meeting 

 

  1. Shareholders registered in the shareholders' register

Each shareholder being registered on 31 August 2021 in the shareholders' register of the Company held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the Company.

 

A shareholder who wants to participate in the General Meeting, shall register for the meeting no later than on 7 September 2021 at 4:00 p.m. (EEST) by giving a prior notice of participation. Such notice can be given:

 

 

  • by ordinary mail to Adapteo Plc, EGM, Äyritie 12 B, FI-01510 Vantaa, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative. The personal information given to Adapteo is used only in connection with the General Meeting and with the processing of related registrations.

The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.

Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

 

  1. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she would on the record date of the General Meeting, i.e. on 31 August 2021 be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder, on the basis of such shares, has been registered into the temporary shareholders' register held by Euroclear Finland Oy, at the latest on 7 September 2021 by 10.00 a.m. (EEST). As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

 

A holder of nominee-registered shares is advised to request, without delay, the necessary instructions regarding the registration in the shareholders' register of the Company and registration for the General Meeting from his/her custodian bank. The account management organisation of the custodian bank shall register a holder of nominee registered shares into the temporary shareholders' register of the Company at the latest by the time stated above.

 

  1. Shares registered in Euroclear Sweden AB

A shareholder with shares registered in Euroclear Sweden AB's Securities System who wishes to attend and vote at the General Meeting must both:

 

  • be registered in the shareholders' register maintained by Euroclear Sweden AB no later than on 31 August 2021; and

 

Shareholders whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in the shareholders' register of Adapteo maintained by Euroclear Finland Oy, request that their shares are re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB, and procure that the nominee sends the abovementioned request for temporary registration to Euroclear Sweden AB on their behalf. Such re-registration must be made at the latest by 31 August 2021 and the nominee should therefore be notified well in advance before said date.

 

  • request temporary registration in the shareholders' register of Adapteo maintained by Euroclear Finland Oy. Such request shall be submitted in writing to Euroclear Sweden AB no later than on 2 September 2021 at 11.00 a.m. (EEST) by email to GeneralMeetingService@euroclear.com or by ordinary mail to Adapteo Oyj "EGM 2021", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden.

 

Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

 

  1. Proxy representative and powers of attorney

 

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. The use of a proxy representative requires that the shareholder registers for the General Meeting in the manner described above even though the shareholder will not be attending the meeting at the meeting venue in person.

 

Authorising attorney-at-law Paul Raade

 

Instead of coming to the meeting venue in person, shareholders can authorise attorney-at-law Paul Raade, from Krogerus Attorneys Ltd or his designate to act as a proxy representative at the General Meeting, with no cost to the shareholder. The template for a power of attorney is available on this website below. Shareholders' powers of attorney should be delivered by email attachment (e.g. as pdf) to the address investor.relations@adapteo.com or ordinary mail to the address Adapteo Plc, EGM, Äyritie 12 B, FI-01510 Vantaa, Finland before the last date for registration.

 

Authorising other proxy representatives

 

A proxy representative is required to present a dated letter of proxy, or otherwise show in a reliable manner that he or she is entitled to represent a shareholder. If a shareholder is represented by more than one proxy representing shares held in different book-entry accounts, each proxy must state which shares he or she represents when registering to attend the General Meeting.

Shareholders' powers of attorney should be delivered by email attachment (e.g. as pdf) to the address investor.relations@adapteo.com or ordinary mail to the address Adapteo Plc, EGM, Äyritie 12 B, FI-01510 Vantaa, Finland before the last date for registration.

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