Annual General Meeting
April 16, 2015
The shareholders of Sanitec Corporation (the “Company” or “Sanitec”) are hereby given notice to attend the Annual General Meeting on Thursday 16 April 2015 at the offices of Sanitec Holdings Sweden AB, a wholly owned indirect subsidiary of Sanitec Corporation, in address Kungsbroplan 3A, 112 27 Stockholm, Sweden at 14:00 Swedish time (the "Meeting").
Each shareholder, who is registered as such in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date 2 April 2015, has the right to participate in the Meeting. Shareholders, whose shares are registered on his/her personal Finnish book-entry account, are registered as shareholders in the aforementioned shareholders’ register.
Shareholders who are directly registered in the shareholders' register maintained by Euroclear Finland Oy must in addition to the above give a notice of their intention to attend the Meeting to Sanitec no later than 13 April 2015 at 16:00 Finnish time. Such notice shall be given by email to firstname.lastname@example.org or by phone +358 40 705 0028 or by a written notice to the Company on the address Sanitec Corporation "Annual General Meeting", Kaupintie 2, 00440 Helsinki, Finland.
Holders of nominee registered shares have the right to participate in the Meeting representing such shares, which he/she would have been entitled to be registered for in the shareholders’ register held by Euroclear Finland Oy on the record date, 2 April 2015. The right to participate requires, in addition, that the shareholder for such shares has been reported to be temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy no later than 13 April 2015 by 10:00 Finnish time. Such temporary registration in the shareholders’ register held by Euroclear Finland Oy constitutes a notice to attend the Meeting and no further actions from holders of nominee registered shares are required. A shareholder intending to temporarily register its shares must notify its nominee well in advance of 13 April 2015 and instruct the nominee to arrange for such temporary registration of the shareholder in the shareholders´ register maintained by Euroclear Finland Oy.
Shareholders, whose shares are registered with Euroclear Sweden AB, are to observe what is stated under the next heading below.
Shareholders with shares registered with Euroclear Sweden AB must, to fulfil the requirements for participation in the Meeting, observe the following:
(i) the shareholder must be registered in the shareholders’ register maintained by Euroclear Sweden AB on 2 April 2015, and
(ii) the shareholder must request from Euroclear Sweden AB temporary registration in the shareholders’ register maintained by Euroclear Finland Oy. Such request must be made on a special form, held available through the Company's website http://investors.sanitec.com/en/annual-general-meeting-2015 and must be submitted to Euroclear Sweden AB no later than on 7 April 2015 at 15:00 Swedish time.
Shareholders whose shares are registered in the name of a nominee in the shareholders’ register maintained by Euroclear Sweden AB must, in order to fulfil item (i) above, request a temporary registration of the shares in their own names in the register. A shareholder intending to temporarily register its shares must notify its nominee well in advance of 7 April 2015 and instruct the nominee to arrange for such temporary registration of the shareholder in the shareholders´ register maintained by Euroclear Sweden AB.
The request of temporary registration in the shareholders' register in accordance with item (ii) above constitutes a notice to attend the Meeting. Hence, no further action is required from shareholders submitting the form to Euroclear Sweden AB in accordance with item (ii) above.
Irrespective of whether a shareholder has its shares registered with Euroclear Finland Oy or with Euroclear Sweden AB, a shareholder intending to participate by representation of a proxy or representative at the Meeting, should send a power of attorney, certificate of registration or other documents of authorisation to Sanitec at the following address well before the Meeting, and no later than on 7 April 2015:
c/o Euroclear Sweden AB
SE-101 23 Stockholm
A template proxy form is available on the Company's website http://investors.sanitec.com/en/annual-general-meeting-2015. Shareholders cannot vote or in other way attend the Meeting from a distance via post, remote connection or other technical device.
Shareholders and shareholder proxies may be accompanied by no more than two advisors at the Meeting.
1. Opening of the Meeting
2. Election of Chairman at the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of persons to check and verify the minutes
6. Determination of whether the Meeting has been duly convened
7. Presentation of the review of the Board of Directors, financial statements including the consolidated financial statements and of the Auditor's Report
8. Resolution on the adoption of the financial statements
9. Resolution on the proposed treatment of the Company's profit for the period as stated in the adopted balance sheet
The Board of Directors proposes to the Meeting that no dividend will be distributed from the result for the year nor from retained earnings and that the profit for the financial year is transferred to retained earnings in shareholders’ equity. In total EUR 418,975,414.13 will be left in distributable funds.
10. Resolution on the discharge of liability of the members of the Board of Directors and the President & CEO
11. Determination of the remuneration to the members of the Board of Directors and the Auditor
The Board of Directors proposes that no remuneration will be paid to the Board of Directors of Sanitec Corporation. The Board of Directors further proposes that the remuneration to the Auditor during the term of office is paid on the basis of approved invoices.
12. Determination of the number of members of the Board of Directors
The Board of Directors proposes that the Board of Directors of Sanitec Corporation shall comprise six (6) members without deputy members, including the Chairman.
13. Election of the members of the Board of Directors and the Chairman of the Board of Directors
The Board of Directors proposes that the Meeting resolves to re-elect Christian Buhl, Roland Iff, Karl Spachmann, Michael Reinhard, Egon Renfordt-Sasse and Albrecht Riebel as members and Christian Buhl as Chairman of the Board of Directors.
Information about the proposed members of the Board of Directors is available on the Company's website, http://investors.sanitec.com/en/annual-general-meeting-2015.
14. Election of Auditor
The Board of Directors proposes that the Meeting shall elect the audit firm PricewaterhouseCoopers Oy as Auditor.
15. Closing of the Meeting
The meeting place will open and reception of persons who are registered for the Meeting will commence on 16 April 2015 at 13:30 Swedish time.
There are a total number of 100,000,000 shares of one series with equal voting rights corresponding to 100,000,000 votes. As per the date of this convening notice the Company holds 139,198 treasury shares.
The annual report including the review of the Board of Directors, financial statements and Auditor’s report, this convocation notice including the Board of Directors’ proposals under items 9, 11, 12, 13 and 14 and information regarding the proposed directors are available on the Company's website: http://investors.sanitec.com/en/annual-general-meeting-2015, at the Company's offices at Kaupintie 2, 00440 Helsinki, Finland, and will be sent to those shareholders who so requests and state their postal address or email address. The documents can be requested by phone +358 10 662 5426 or under the address Sanitec Corporation, Kaupintie 2, 00440 Helsinki, Finland.
The Meeting will be held in Swedish.
Shareholders present at the Meeting have the right to request information regarding the items dealt with at the Meeting in accordance with Chapter 5 Paragraph 25 in the Finnish Companies Act.