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Notice of Annual General Meeting 

Notice of Annual General Meeting 

Annual Report 2018

Annual Report 2018

Report of Board of Directors and Financial Statements

Report of Board of Directors and Financial Statements

Auditors Report 2018

Auditors Report 2018

Pillar lll

Pillar lll

OmaSp Corporate Governance Statement 2018

OmaSp Corporate Governance Statement 2018

OmaSp Remuneration Statement 2018

OmaSp Remuneration Statement 2018

General meeting of shareholders

In accordance with the Finnish Companies Act, shareholders exercise their decision-making powers in matters concerning the Company at the general meeting of shareholders. The annual general meeting of shareholders is held yearly, on a date decided by the Board of Directors, within six months from the closing date of the accounting period.

The annual general meeting of shareholders decides on, among others, adoption of the financial statements, distribution of dividends and election of members of the Board of Directors and auditors and their respective remuneration. The annual general meeting of shareholders also decides on discharge from liability of the Board of Directors and the CEO.

In addition to the annual general meeting of shareholders, extraordinary general meetings of shareholders may also be held, if required. Subject to the matter to be resolved, the qualified majority provisions set out in the Finnish Companies Act will be applied. Pursuant to the Finnish Companies Act, decisions that require a qualified majority must be approved by two-thirds of the votes cast and shares represented at the general meeting of shareholders. A qualified majority is needed for, inter alia, amending the Articles of Association, redeeming and acquiring the Company’s own shares, as well as for deciding on mergers and demergers. There are no specific quorum requirements for general meeting of shareholders in the Finnish Companies Act or the Company’s Articles of Association.

Shareholders have the right to have a matter falling within the competence of general meeting of shareholders dealt with by the general meeting of shareholders pursuant to the Finnish Companies Act if they so demand from the Board of Directors in writing well in advance so that the matter can be included in the notice. If either a shareholder or shareholders controlling at least ten per cent of the Shares or the Company’s auditor requests that a certain matter be considered at a general meeting of shareholders, the Board of Directors must immediately convene a general meeting of shareholders.

According to the Finnish Companies Act and the Company’s articles of association, the notice to the Company’s general meeting of shareholders shall be delivered to the shareholders not earlier than three months and not later than three weeks prior to the meeting. The notice shall, however, be delivered at least nine (9) days prior to the record date for the general meeting of shareholders as referred to in the Finnish Companies Act. Under the Articles of Association the notice shall be delivered to the shareholders by publishing the notice on the website of the Company or, if the Board of Directors so decides, at least in one national newspaper as determined by the Board of Directors and/or in writing to the shareholders. In order to exercise their speaking and voting rights at a general meeting of shareholders, a shareholder must register with the Company in accordance with the provisions and no later than the date specified in the notice of meeting, which may not be earlier than ten (10) days prior to the general meeting of shareholders.

Shareholders, who have been entered in the Company's register of shareholders maintained by Euroclear Finland no later than eight business days before the general meeting of shareholders (record date of the general meeting of shareholders) and who have registered for the general meeting of shareholders no later than on the date stated in the notice of the meeting, or nominee-registered shareholders who have temporarily been entered in the Company’s register of shareholders for taking part in the general meeting of shareholders have the right to participate in the general meeting of shareholders. The notice concerning a temporary registration must be made no later than on the date stated in the notice of the meeting, which must be a date subsequent to the record date of the general meeting of shareholders. Nominee-registered shareholders are deemed to have registered for the general meeting of shareholders if they have been entered temporarily into the register of shareholders. Shareholders may attend the general meeting of shareholders in person or through an authorised representative.

Shareholders may have several representatives who represent them on the basis of shares held in different securities accounts. If a shareholder takes part in the general meeting of shareholders through several representatives, the Shares on the basis of which each representative represents the shareholder must be announced when registering for the meeting. Representatives must present a proxy or other credible evidence of their authorisation. In addition, each shareholder and authorised representative may employ an assistant at the general meeting of shareholders.

Voting Rights

A shareholder may attend and vote at a general meeting of shareholders in person or through an authorised representative. If holders of nominee-registered shares wish to take part in the general meeting of shareholders and exercise their voting rights, they must temporarily register the Shares under their own name in the Company’s register of shareholders maintained by Euroclear Finland. The notice concerning a temporary registration must be made no later than on the date stated in the notice of the meeting, which must be a date subsequent to the record date of the general meeting of shareholders. There are no quorum requirements for general meetings of shareholders in the Finnish Companies Act or the Company’s Articles of Association.

Resolutions made at general meetings of shareholders generally require a simple majority of the votes. However, certain resolutions, such as amending the articles of association, issuing shares in deviation of the existing shareholders’ pre-emptive subscription right and, in certain cases, making decisions on mergers or demergers, require a majority of at least two-thirds of the votes cast and of the shares represented at the general meeting of shareholders. In addition, certain resolutions, such as a mandatory redemption of the shares by the company in deviation from the shareholdings of the shareholders, require consent of all shareholders.