Notice to the Extraordinary General Meeting of Enersense International Plc Enersense International Oyj

The Company has 159,249,358 Ordinary A Shares in issue as of the date of this notice (one vote per share). Furthermore, the nomination committee shall work with the goal of achieving an even gender distribution on the Board of Directors. Often, the company’s directors and executives use an AGM as their opportunity to share their vision of the company’s future with the shareholders.

The shares shall be purchased by a financial intermediary based on a purchase order given on behalf of the Board members within two weeks of the publication of the first interim report to be published after the execution of the merger. It must be held within a period of not less than one month nor more than 6 months from the date at which the company is entitled to commence business. A private company and a company limited by guarantee and not having a share capital need not hold such a meeting. A shareholder has the right to pose questions with respect to the matters to be considered at the General Meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act by email to or by regular mail to Nurminen Logistics Oyj / Yhtiökokous, Satamakaari 24, FI Helsinki, Finland no later than 20 November 2020, by which time the questions must be received by the Company. Such questions by shareholders and responses to such questions by the Company`s management will be available on the on the Company`s website at /investors/ by no later than 25 November 2020.

EGM examples

The Board of Directors also notes that the initial conversion price of the Notes per Share represented a premium of 32.1 % as compared to the above-mentioned Market Reference Price. For shareholders that are legal entities, electronic registration does not require strong electronic authentication. However, the shareholder shall provide the number of its Finnish book entry account and other required information. If a shareholder that is a legal entity uses the electronic Suomi.fi authorisation service further described below, the registration requires strong electronic authentication, which works with personal Finnish online banking credentials or a mobile certificate. Each year, the chairperson of the board of directors must request each of the four largest shareholders determined in the manner set forth above to appoint a member to the Nomination Board by the last day of September. A shareholder can appoint a member of the Company’s board of directors who is not the chairperson of the board of directors serving as an expert to the Nomination Board.

• Each member of the board of directors must be able to dedicate sufficient time to their duties.
• The shareholder shall in such notification include name, personal identification number or corporate registration number, address, telephone number and number of possible assistants (maximum two).
• The purpose of this authorization would be to finance acquisitions, raise capital to facilitate growth and development of the company or to hedge, facilitate or settle the Company’s incentive programs (including the ESOP).
• If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

The annual remuneration of the new Board members elected hereunder shall be paid in proportion to the length of their term of office. Otherwise the resolutions on Board remuneration made by the Annual General Meeting held on March 16, 2017 shall remain in force unaffected. Pursuant to the Merger Plan, Lemminkäinen shall be merged into YIT through an absorption merger, so that all assets and liabilities of Lemminkäinen shall be transferred without a liquidation procedure to YIT in a manner described in more detail in the Merger Plan. Upon receipt of the request, the directors must call an EGM within 21 days, and the meeting must be held no later than 2 months after the request is given.

How To Conduct An Extraordinary General Meeting And Get Shareholder Support

CFI is the official provider of the Commercial Banking & Credit Analyst (CBCA)™ certification program, designed to transform anyone into a world-class financial analyst. Unless otherwise stated in the company’s bylaws, at least five members must be personally present in an EGM in case of a public company, and at least two in case of any other company. Item 7 – Resolution on amendment of the Articles of AssociationThe Board of Directors proposes that the general meeting resolves on an amendment to the Articles of Association whereby the company’s corporate name is changed as set out below.

The personal data provided by the shareholders is only used in connection with the general meeting and with the necessary processing of related registrations. Submitting a proxy to the Company before the end of the notification of participation period constitutes due registration for the general meeting, provided that the required information listed in this notice is given. Submitting a proxy and voting instructions, that have been granted to the proxy representative designated by the Company, before the end of the notification of participation period constitutes both due registration for the general meeting as well as voting in advance, provided that the required information listed in this notice is given. A shareholder who is entitled to attend and vote at the extraordinary general meeting is entitled to appoint a proxy to attend and vote on his or her behalf and may provide voting instruction to the proxy. Since the meeting will be held remotely, a proxy must be the Chairperson of the extraordinary general meeting. The shareholders wishing to participate at the extraordinary general meeting via proxy are required to submit a duly filled in and signed proxy form.

Legal information

Existing shareholders of YIT representing in the aggregate approximately 20 percent of all the shares and votes in YIT as at the date of this notice have undertaken, subject to certain customary conditions, to attend the Extraordinary General Meeting and support and vote for the proposals of the Board of Directors. Annual General Meeting (AGM), as its name suggests, is the company’s yearly event, wherein members have a chance to talk about company’s performance, profitability and day to day activities. According to the Companies Act, 2013, every company not including one person company, must convene an annual general meeting, once in a year, to discuss matters of ordinary business. Based on the aforementioned authorisation, the Board of Directors would be entitled to issue, either by one or several resolutions, shares up to a maximum equivalent of 30,000,000 new shares, which represents approximately 67 percent of the Company’s all currently outstanding shares.

In the notification of attendance, shareholders must state their name, personal identification number or corporate registration number, nationality or country of incorporation, address, telephone number, email address, name of any accompanying advisor (not more than two) and number of shares held. Shareholders with voting rights vote on current issues, such as appointments to the company’s board of directors, executive compensation, dividend payments, and the selection of auditors. An annual general meeting (AGM) is extraordinary meeting must be held every year a yearly gathering of a company’s interested shareholders. At an AGM, the directors of the company present an annual report containing information for shareholders about the company’s performance and strategy. Tobii is active in a deep tech industry, in which many core competencies are in high demand by US-based technology companies. Therefore, in order to remain a competitive employer, the company believes it has to align incentive structures to US-based schemes which typically entails no personal investments.

What are the objectives of an extraordinary general meeting?

The Nomination Board must ensure that the Company’s board of directors and its members have sufficient expertise, knowledge and experience to meet the needs of the Company. This notice is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This notice must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction.

The Company’s General Counsel Outi Aaltonen will scrutinise the minutes and supervise the counting of the votes. The Shareholders’ Nomination Board has evaluated the composition of the Board of Directors from the perspective of, inter alia, achieving the strategic goals of the Company and concluded that it would be possible to advance achieving these goals by further strengthening the existing competence of Board of Directors with new capabilities. An AGM gives insights into what steps made the company more successful and which steps caused loss.

Calling an EGM

The merger is intended to be implemented through an absorption merger in accordance with the Limited Liability Companies Act in which Konecranes will merge into Cargotec. As a result of the merger, all assets and liabilities of Konecranes shall be transferred without a liquidation procedure to Cargotec. In the merger, the shareholders of Konecranes shall receive new shares in Cargotec as merger consideration in proportion to their shareholdings. In the event Outi Aaltonen is prevented from scrutinising the minutes and supervising the counting of votes for a weighty reason, the board of directors will appoint the person they deem the most suitable to scrutinise the minutes and supervise the counting of votes. A shareholder may also authorize a proxy representative in the online registration service referred to in section C. This notice of meeting will be available for inspection by shareholders as of September 15, 2022, on the Company’s website at /egm2022.

To be represented by a proxy, shareholders must still register their attendance and submit the proxy form by the prescribed deadline. To facilitate organisation, shareholders who wish to authorise proxies and provide voting instructions are encouraged to send the required documents as early as possible. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee.