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Stock Exchange Bulletin, May 18, 2020 at 9:30 a.m.



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HELSINKI, May 18, 2020/PRNewswire/ — Shareholders of Solteq Plc are hereby access to the Anniversary Accustomed Affair of Shareholders to be captivated on Wednesday June 10, 2020 at 10 a.m. at Solteq Plc s headquarters, abode Karhumäenkuja 2, 01530 Vantaa (Aviabulevardi II). 

Due to the COVID-19 -pandemic, the Aggregation urges shareholders to abstain accessory the Anniversary Accustomed at the affair venue. The Aggregation recommends that shareholders vote in beforehand or alternatively accredit attorneys Ari Syrjäläinen and Rickard Sandell from Borenius Attorneys Ltd., anniversary alone, or a being appointed by them, to represent them at the affair (free of charge). The shareholders cannot appear the affair or chase the affair via a alive video stream. In case the actor decides anyhow to access to the affair venue, the accession of the shareholders registered for the affair begins at 9.30 a.m.



The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes accept notified that they abutment the Board of Directors’ proposals for the resolutions of the Anniversary Accustomed Meeting



The Anniversary Accustomed Affair will be kept as abbreviate as possible. No accouterment will be abiding at the Anniversary Accustomed Meeting. 

The Aggregation follows all instructions accustomed by authorities and will amend its instructions apropos the Anniversary Accustomed Meeting, if necessary. The Aggregation will acknowledge abandoned should there be added instructions for the meeting. The affair will abandoned be captivated if it can be organised in acquiescence with the accord restrictions provided or bent by the authorities.

A. Calendar of the Anniversary Accustomed Meeting

At the Anniversary accustomed meeting, the afterward affairs will be considered:

1. Opening of the meeting

2. Calling the affair to order 

3. Acclamation of bodies to analyze the annual and to administer the counting of votes

4. Recording the amends of the meeting 

5. Recording the appearance at the affair and acceptance of the annual of votes

6. Presentation of the anniversary accounts, the abode of the Board of Directors and the auditor’s abode for the year 2019

7. Acceptance of the anniversary accounts 

8. Resolution on the use of the accumulation apparent on the antithesis area and the acquittal of dividend

The Board of Directors shall adduce to the Anniversary Accustomed Meeting, that no allotment is paid from banking year 2019 and the aftereffect for the banking aeon is transferred to the retained earnings.

The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes accept notified that they abutment the Board of Directors’ proposal.

9. Resolution on the acquittal of the associates of the Board of Directors and the CEO from liability

10. Advisory resolution on the accomplishment action for administering bodies

The Company’s accomplishment action is absorbed to this apprehension and accessible at Solteq Plc’s website (https://www.solteq.com/generalmeeting).

The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes accept notified that they abutment the proposed the accomplishment policy.

11. Resolution on the accomplishment of the associates of the Board of Directors

The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes adduce to the Anniversary Accustomed Affair that the Board remunerations will abide banausic and to be adopted associates of the Board of Directors are paid for the appellation expiring at the end of the Anniversary Accustomed Affair 2021 as follows:

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A annual accomplishment of 3.000 euros is paid to the Chairman of the Board and 1.500 euros to the Board members. In addition, accomplishment of 500 euros per affair will be paid to the Chairman of the Board and to anniversary Board affiliate for anniversary Board and Board Committee meeting. In accession to the aloft remuneration, it is proposed that Board associates should be reimbursed for accustomed and reasonable costs consistent from Board assignment adjoin an invoice.

12. Resolution on the cardinal of associates of the Board of Directors

The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes adduce to the Anniversary Accustomed Affair that 6 associates are to be adopted to the Board of Directors.

13. Acclamation of associates of the Board of Directors

The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes adduce to the Anniversary Accustomed Affair that for the appellation expiring at the end of the Anniversary Accustomed Affair 2021, the accustomed associates of Board of Directors are re-elected: Aarne Aktan, Lotta Kopra, Markku Pietilä, Panu Porkka, Katarina Segerståhl ja Mika Uotila

All proposed associates accept accustomed their accord to the election.

14. Resolution on the accomplishment of the auditor

The Board of Directors proposes to the Anniversary Accustomed Affair that company’s accountant will be reimbursed according to the auditor’s reasonable antithesis accustomed by the company.

The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes accept notified that they abutment the Board of Directors’ proposal.

15. Acclamation of auditor

The Board of Directors proposes to the Anniversary Accustomed Affair that KPMG Oy Ab is re-elected as the accountant of the company.

KPMG Oy Ab has notified the aggregation that Petri Sammalisto, Authorised Public Accountant, would be the amenable auditor.

The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes accept notified that they abutment the Board of Directors’ proposal.

16. Acceding the Board of Directors to adjudge on the arising of shares as able-bodied as the arising of options and added appropriate rights entitling to shares

The Board of Directors proposes to the Anniversary Accustomed Affair that the Board of Directors is accustomed to adjudge on allotment issue, agitated out with or after acquittal and on arising allotment options, and added appropriate rights referred to in Affiliate 10, Section1 of the Finnish Companies Act as follows:

The best absolute bulk of shares or added rights is 3,000,000. The allotment includes the appropriate to accord new shares or back company’s own shares. The allotment includes a appropriate to aberrate from the shareholders’ pre-emptive appropriate of cable if there is a cogent banking acumen in company’s opinion, e.g. to beforehand the basic structure, to accounts and assassinate business acquisitions and added business beforehand arrange or to apparatus the Company’s allurement schemes. The allotment is proposed to accommodate that the Board of Directors may adjudge the agreement and added affairs apropos the allotment affair and the acceding of appropriate rights, including the cable amount and the acquittal of the cable amount in banknote or in accomplished or in allotment by added agency (subscription in kind) or by application a affirmation on the subscriber to annual the cable amount and to almanac it in the company’s antithesis sheet.

The allotment is able until the abutting Anniversary Accustomed Meeting, however, no best than until April 30, 2021 (April 30, 2021 included).

The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes accept notified that they abutment the Board of Directors’ proposal.

17. Authorizing the Board of Directors to adjudge on accepting the company’s own shares as pledge

The Board of Directors proposes to the Anniversary Accustomed Affair that the Board of Directors is accustomed to adjudge on accepting the company’s own shares as agreement as follows:

The Board of Directors is accustomed to adjudge on accepting the company’s own shares as agreement (directed) apropos business acquisitions or back active added business arrangements. Accepting agreement may action at already or in assorted transactions.

The cardinal of own shares to be accustomed as agreement shall not beat 2,000,000 shares.

The allotment includes that the Board of Directors may adjudge on added agreement apropos the pledge.

The allotment is able until the abutting Anniversary Accustomed Meeting, however, no best than until April 30, 2021 (April 30, 2021 included).

The shareholders of Solteq Plc, who represent over 60 % of the company’s shares and votes accept notified that they abutment the Board of Directors’ proposal.

18. Closing of the meeting

B. Abstracts of the accustomed meeting

This notice, the proposals for the decisions on the calendar of the accustomed affair and the accomplishment action are accessible on Solteq Plc’s website (https://www.solteq.com/generalmeeting). Solteq Plc’s anniversary report, banking statements, abode by the Board of Directors and auditors’ abode are accessible on Solteq Plc’s website. The proposals for decisions and the added above-mentioned abstracts are additionally accessible at the meeting. Copies of these abstracts and of this apprehension will be beatific to shareholders aloft request.

C. Instructions for the participants in the accustomed meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on May 29, 2020 in the shareholders’ annals of the aggregation captivated by Euroclear Finland Ltd., has the appropriate to participate in the accustomed meeting. A shareholder, whose shares are registered on his/her claimed Finnish book-entry account, is registered in the shareholders’ annals of the company.

2. Allotment and beforehand voting

Registration

A shareholder, who is registered in the shareholders’ annals of the aggregation and who wants to participate in the accustomed meeting, shall annals for the affair no after than June 5, 2020 at 10 a.m. by giving a above-mentioned apprehension of participation, which shall be accustomed by the aggregation no after than on the aloft mentioned date. Such apprehension can be given:

a) via web anatomy at https://www.solteq.com/generalmeeting  

b) by e-mail: maria.viiru@solteq.com

c) by telephone: 358-41-5297745

In affiliation with the registration, a actor shall acquaint his/her name, claimed identification cardinal or aggregation ID, address, blast cardinal and the name of a accessible abettor or proxy adumbrative and the claimed identification cardinal of a proxy representative. The claimed abstracts accustomed to Solteq Plc is acclimated abandoned in affiliation with the accustomed affair and with the processing of accompanying registrations.

The shareholder, his/her accustomed adumbrative or proxy adumbrative shall, area necessary, be able to prove his/her character and/or appropriate of representation.

Previously submitted registrations to the annulled Anniversary Accustomed Meeting, which was convened to be captivated on April 1, 2020, are not accurate for this Anniversary Accustomed Meeting.

Advance voting

A shareholder, who is registered in the shareholders’ annals of the aggregation and who wants to participate in the accustomed affair by voting advance, shall annals for the affair and abide beforehand votes no after than June 5, 2020 at 10 a.m. by which the Aggregation charge accept been accustomed the allotment and beforehand votes.

A shareholder, who has a Finnish book-entry account, may vote in beforehand on assertive items on the calendar of the Anniversary Accustomed Affair through the Company’s website at (https://www.solteq.com/generalmeeting) from May 18, 2020 at 9:30 am (EET) until June 5, 2020 at 10:00 am (EET).

The Finnish book-entry annual cardinal of the actor is appropriate for the cyberbanking beforehand voting.

3. Proxy adumbrative and admiral of attorney

A actor may participate in the accustomed affair and exercise his/her rights at the affair by way of proxy representation. A proxy adumbrative shall aftermath a anachronous proxy certificate or contrarily in a reliable address authenticate his/her appropriate to represent the actor at the accustomed meeting. Back a actor participates in the accustomed affair by agency of several proxy assembly apery the actor with shares at altered balance accounts, the shares by which anniversary proxy adumbrative represents the actor shall be articular in affiliation with the allotment for the accustomed meeting.

Due to COVID-19 -pandemic, shareholders not voting advance, are requested to accredit attorneys Ari Syrjäläinen and Rickard Sandell from Borenius Attorneys Ltd., anniversary alone, or a being appointed by them, to represent them and use shareholder’s voting rights in accordance with the instructions accustomed by the shareholder.

The arrangement ability of advocate for acceding attorney-at-law and voting instructions is accessible at the company’s website (https://www.solteq.com/generalmeeting). Power of attorney is requested primary to be accelerate to AGMSolteq@borenius.com or by column to Ari Syrjäläinen / Rickard Sandell, Borenius Attorneys Ltd., Eteläesplanadi 2, 00130 Helsinki, Finland afore the aftermost date and time for registration, at which time the admiral of advocate shall be delivered. Delivery of the ability of advocate to Borenius Attorneys Ltd. by the borderline constitutes due allotment for the accustomed affair if the advice appropriate for registering for the affair set out in area 2 aloft is included in the documents.

Possible proxy abstracts apropos added proxy representative(s) should be primarily sent to maria.viiru@solteq.com or by column to Solteq Plc, Accustomed Meeting, Karhumäentie 3, 01530 Vantaa Finland afore the aftermost date and time for registration.

4. Holders of appointee registered shares

A holder of appointee registered shares has the appropriate to participate in the accustomed affair by advantage of such shares, based on which he/she on the almanac date of the accustomed meeting, i.e. on May 29, 2020 would be advantaged to be registered in the shareholders’ annals of the aggregation captivated by Euroclear Finland Ltd. The appropriate to participate in the accustomed affair requires, in addition, that the actor on the base of such shares has been registered into the acting shareholders’ annals captivated by Euroclear Finland Ltd. at the latest by June 5, 2020 by 10 am. As commendations appointee registered shares this constitutes due allotment for the accustomed meeting.

A holder of appointee registered shares is brash to appeal after adjournment all-important instructions apropos the allotment in the acting shareholder’s annals of the company, the arising of proxy abstracts and allotment for the accustomed affair from his/her babysitter bank. The annual administration alignment of the babysitter coffer has to annals a holder of appointee registered shares, who wants to participate in the accustomed meeting, into the acting shareholders’ annals of the aggregation at the latest by the time declared aloft and booty all-important accomplishments to vote beforehand on account of the shareholder.

5. Added instructions and information

Pursuant to affiliate 5, area 25 of the Companies Act, a actor who is present at the accustomed affair has the appropriate to appeal advice with account to the affairs to be advised at the meeting.

On the date of this apprehension of the accustomed meeting, the absolute cardinal of shares in Solteq Plc is 19 306 527 shares, which represents the aforementioned cardinal of votes.

Vantaa May 18, 2020SOLTEQ PLCBoard of Directors

Attachments:Remuneration Action 2020

Distribution:Nasdaq HelsinkiKey Media

www.solteq.com

Further information:CEO Olli VäätäinenTel.  358-50-5578-111Email:olli.vaatainen@solteq.com

CFO Kari LehtosaloTel: 358-40-701-0338E-mail: kari.lehtosalo@solteq.com

This advice was brought to you by Cision https://news.cision.com

https://news.cision.com/solteq/r/notice-of-solteq-plc-s-annual-general-meeting-2020,c3113259

The afterward files are accessible for download:

https://mb.cision.com/Main/10667/3113259/1248654.pdf

Release

https://mb.cision.com/Public/10667/3113259/a4283e64c1777fa7.pdf

Solteq Plc – Accomplishment Action 2020

 

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