In This Article:
eQ Plc Stock Exchange Release
4 February 2025, at 8:15 am
Notice of the Annual General Meeting 2025
Notice is given to the shareholders of eQ Plc to the Annual General Meeting (the “AGM”) to be held on 25 March 2025 at 5:00 p.m. at Sanoma House’s Eliel meeting room, Töölönlahdenkatu 2, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting will commence at 4:30 p.m. at the meeting venue.
The AGM will be held as a hybrid meeting in accordance with chapter 5, section 16, subsection 2 of the Finnish Limited Liability Companies Act. As an alternative to participating in the Annual General Meeting at the meeting venue, shareholders can fully exercise their rights during the meeting also via remote connection. Shareholders can exercise their right to vote also by voting in advance. Further attendance instructions, instructions for voting in advance and remote participation are presented in part C of this notice to the AGM.
Shareholders can ask questions referred to in chapter 5, section 25 of the Finnish Companies Act about the matters to be discussed at the meeting, also in writing before the meeting. Instructions for submitting written questions are presented in this notice under section C.
A. Matters on the agenda of the AGM
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and persons to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, report of the Board of Directors and auditors' report for the year 2024
- Presentation of the review by the CEO
The annual accounts, report of the Board of Directors and the auditors’ report published by the Company will be available no later than 4 March 2025 on the Company’s website www.eq.fi.
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The distributable means of the parent company on 31 December 2024 totalled EUR 57,409,143.02. The sum consisted of retained earnings of EUR 31,984,573.28 and the means in the reserve of invested unrestricted equity of EUR 25,424,569.74.
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.66 per share be paid out. The proposal corresponds to a dividend totalling EUR 27,328,750.68 calculated with the number of shares at the close of the financial year. The dividend will be paid out in two separate installments.
The first installment, EUR 0.33 per share shall be paid to those shareholders who are registered as shareholders in eQ Plc's shareholder register maintained by Euroclear Finland Ltd on the record date of the dividend payment on 27 March 2025. The Board proposes 3 April 2025 as the payment date of the first installment of the dividend.
The second installment, EUR 0.33 per share shall be paid in October 2025. The second installment shall be paid to those shareholders who are registered as shareholders in eQ Plc's shareholder register maintained by Euroclear Finland Ltd on the record date of the divided payment. The Board shall decide the record date and the payment date of the second installment of the divided in its meeting in September 2025. It is contemplated that the record date of the second installment will be 7 October 2025 and that the payment date will be 14 October 2025.
After the end of the financial period, no essential changes have taken place in the financial position of the company. The Board of Directors feel that the proposed distribution of dividend does not endanger the liquidity of the company.
9. Resolution on the discharge of the members of the Board of Directors and the CEOs from liability for the financial year 1 January – 31 December 2024
10. Handling of the Remuneration Report for Governing Bodies
The Remuneration Report for Governing Bodies shall be available on the company’s website www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset no later than 4 March 2025.
11. Handling of the Remuneration Policy for Governing Bodies
The Remuneration Policy for the company’s governing bodies was previously presented to the Annual General Meeting in 2021. The Remuneration Policy must be presented to the general meeting at least every four years or whenever substantial changes have been made to it.
The Board of Directors presents the Remuneration Policy for Governing Bodies to the Annual General Meeting for adoption by an advisory decision. The Remuneration Policy for Governing Bodies shall be published together with the Annual Report by a stock exchange release and it will be available on the company’s website https://www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset no later than 4 March 2025.
12. Resolution on the remuneration of the members of the Board of Directors
Shareholders of eQ Plc, who control over 60 per cent of the outstanding shares and votes, propose that the Chair of the Board of Directors receives 5,000 euros per month, Vice Chair of the Board of Directors receives 4,000 euros per month and the members of the Board of Directors receive 3,000 euros per month. In addition, a compensation of 750 euros per meeting is proposed to be paid for all the Board members for each attended Board meeting and travel and accommodation expenses are reimbursed according to the guidelines of eQ Plc.
13. Resolution on the number of members of the Board of Directors
Shareholders of eQ Plc, who control over 60 per cent of the outstanding shares and votes, have made a proposal that the number of the Board members remain unchanged, i.e. that six persons be on the Board of Directors, or five persons, if a person proposed by the Shareholders is prevented from being a Board member of the company.
14. Election of the members of the Board of Directors
Shareholders, who control over 60 per cent of the outstanding shares and votes, have made a proposal that the current Board members Päivi Arminen, Nicolas Berner, Georg Ehrnrooth, Janne Larma and Tomas von Rettig are re-elected to the Board of Directors and Caroline Bertlin will be elected as a new member to the Board. If one of the persons proposed by the Shareholders is prevented from being a Board member of the company, such persons who are not prevented from being Board members. The term of office of the Board members ends at the close of the next Annual General Meeting.
Caroline Bertlin (born 1978) is an experienced business leader with vast experience in the Nordics and internationally. Bertlin is based and has spent most of her career in Sweden. Currently she is engaged in strategy and funding of energy infrastructure for Nordion Energi. Prior to that she was the CEO of Nordisk Renting and Managing Director in NatWest Structured Finance (2016-2023). Previously she worked as Head of Restructuring, Turnaround CEO and Project Lead for Strategic projects in the NatWest Group (2009-2015). Earlier experience includes portfolio management and analyst positions within banking and alternative investments. In addition, she is a member of the Board of Nordisk Renting AB (2016-). Caroline Bertlin holds a Master of Science (Economics) degree from Hanken School of Economics.
All nominees have given their consent to the proposal. In addition, the nominees have indicated that on selection, they will select Georg Ehrnrooth as Chair of the Board of Directors.
Member candidates' resumes and independence assessments are available on the company's website: www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset.
15. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor to be elected be paid remuneration according to the auditor's invoice approved by eQ Plc.
16. Election of auditor
The Board of Directors proposes, that for a term ending at the end of the Annual General Meeting 2026, Authorized Public Accountants KPMG Oy Ab be elected auditor of the Company. The auditor has stated that the auditor with main responsibility will be Tuomas Ilveskoski, APA, Authorized Sustainability Auditor.
17. Resolution on the remuneration of the sustainability auditor
The Board of Directors proposes that the sustainability auditor to be elected be paid remuneration according to the auditor's invoice approved by eQ Plc.
18. Election of sustainability auditor
For the financial year 2025, the company must prepare its first sustainability report in accordance with the EU Sustainability Reporting Directive, CSRD, and relevant national legislation.
The Board of Directors proposes, that for a term ending at the end of the Annual General Meeting 2026, Authorized Public Accountants KPMG Oy Ab be elected sustainability auditor of the Company. KPMG has stated that the sustainability auditor with main responsibility will be Tuomas Ilveskoski, APA, Authorized Sustainability Auditor.
19. Establishment of a Shareholders’ Nomination Board
The Board of Directors proposes that the Annual General Meeting establishes a Shareholders’ Nomination Board whose task is to prepare proposals concerning the number of members of the Board of Directors and the Board’s composition and remuneration to the General Meeting.
According to the proposal, the Shareholders’ Nomination Board comprises of four members and four largest shareholders of the Company may each appoint a member.
The right to appoint a member belongs to the four shareholders who, as of the last day of June preceding the next Annual General Meeting, have the largest share of the total voting rights of the Company’s shares, taking into account those shareholders whose holdings should be aggregated subject to the obligation to notify major holdings.
The Board of Directors proposes that the Annual General Meeting adopts the Charter for the Shareholders’ Nomination Board. The Board’s proposal for the Company’s Charter for the Shareholders’ Nomination Board is available on the Company's website: www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset.
20. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Board of Directors proposes that the AGM authorises the Board of Directors to decide on a share issue or share issues and/or the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act, comprising a maximum total of 3,500,000 new shares. The amount of the proposed authorisation corresponds to approximately 8.45 per cent of all shares in the Company at the time of this Notice of the AGM.
The authorisation is proposed to be used in order to finance or carry out potential acquisitions or other business transactions, to strengthen the balance sheet and the financial position of the Company, to fulfill Company’s incentive schemes or to any other purposes decided by the Board. Fifty per cent of the shares or special rights entitling to shares issued on the basis of the authorisation may be used to implement incentive schemes or otherwise for remuneration. It is proposed that based on the authorization, the Board decides on all other matters related to the issuance of shares and special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act, including the recipients of the shares or the special rights entitling to shares and the amount of the consideration to be paid. Therefore, based on the authorisation, shares or special rights entitling to shares may also be issued directed i.e. in deviation of the shareholders pre-emptive rights as described in the Companies Act. A share issue may also be executed without payment in accordance with the preconditions set out in the Companies Act.
The authorisation will cancel all previous authorisations to decide on the issuance of shares as well as the issuance of special rights entitling to shares and is effective until the next Annual General Meeting, however no more than 18 months.
21. Closing of the meeting
B. Documents of the AGM
This notice to the Annual General Meeting, that contains all decision proposals on the agenda of the AGM, is available to shareholders on eQ Plc's website at www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset. eQ Plc's Annual Report, containing the Company's annual accounts, the report of the Board of Directors and the auditors' report together with the Remuneration Report for Governing Bodies and the Remuneration Policy for Governing Bodies is available on the said website no later than 4 March 2025. The proposals for resolutions and other previously mentioned documents will also be available at the AGM.
The Minutes of the Annual General Meeting will be available on the company’s website no later than 8 April 2025.
C. Instructions to the participants of the AGM
1. Shareholders registered in the shareholders’ register (Finnish book-entry account)
Each shareholder, who is registered on the record date of the Annual General Meeting 13 March 2025 in the Company’s register held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account is automatically registered in the shareholders’ register of the Company. Changes in share ownership after the record date of the AGM do not affect the right to participate in the meeting or the shareholder's number of votes.
Registration for the AGM will begin on 25 February 2025 at 10 am. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, must register for the AGM no later than 18 March 2025 by 4:00 pm by which time the registrations must be received. Shareholders may register to the meeting:
a) Via the website www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset
Online registration require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish, Swedish or Danish bank ID or mobile certificate.
b) By email agm@innovatics.fi or by mail
A shareholder who registers by mail or email shall send registration form available on the Company’s website at www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset or corresponding information to Innovatics Oy by mail to Innovatics Oy, Annual General Meeting / eQ Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at agm@innovatics.fi.
When registering, shareholders shall provide requested information, such as their name, date of birth or Business ID, address, telephone number, email address and the name of any assistant or proxy representative and the date of birth and email address and/or telephone number of any proxy representative. In addition, the shareholder shall inform whether the shareholder or its representative will participate in the AGM at the meeting venue or via a remote connection. The personal data given by the shareholder to the Company or Innovatics Oy will be used only in connection with the Annual General Meeting and with the processing of related necessary registrations.
The shareholder and their representative or proxy must be able to prove their identity and/or right of representation at the meeting place, if necessary.
Additional information on the registration is available during the registration period by telephone from Innovatics Oy at +358 10 2818 909 on business days during 9:00 am until 12:00 noon and from 1:00 pm until 4:00 pm.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting 13 March 2025 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. Participation in the AGM also requires that the shareholder has been registered on the basis of such shares in the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 20 March 2025 by 10:00 am. As regards nominee-registered shares this constitutes due registration for the AGM. Changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the AGM nor the number of votes of the shareholder.
A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholders’ register, the remote participation or participation at the meeting venue, advance voting, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting from their custodian. The account manager of the custodian shall temporarily register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, in the shareholders’ register of the Company at the latest by the time stated above and, if necessary, take care of advance voting on behalf of a holder of nominee-registered shares, at the latest prior to the end of the registration period for the holders of nominee-registered shares.
A holder of nominee-registered shares who has registered for the General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the company’s shareholders’ register, the real-time participation in the meeting requires the submission of the shareholder’s email address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation to by regular mail to Innovatics Oy, Yhtiökokous/eQ Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the end of the registration period for the holders of nominee registered shares, so that the shareholders can be sent a participation link and password to participate in the meeting. If a holder of nominee-registered shares has authorised their custodian to cast advance votes on their behalf, such advance votes will be taken into account as advance votes of the nominee-registered shareholder at the AGM, unless the holder of nominee-registered shares votes otherwise at the AGM.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise its rights at the meeting by way of proxy representation. A shareholder's proxy representative may also register for the AGM and vote in advance as described in this notice. The online registration and advance voting of a statutory or a proxy representative require that the statutory representatives or the proxy representatives identify themselves to the electronic registration and voting service at the Company’s website www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset in person by using strong electronic authentication either by Finnish, Swedish or Danish bank ID or mobile certificate, after which they may continue with the registration and voting on behalf of the shareholder they represent.
Proxy representative of the shareholder shall in connection with the registration present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. An example of the proxy document and voting instructions is available at the Company’s website www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset on 7 February 2025, 9:00 am, the latest. Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
The possible proxy documents should be delivered primarily as an attachment in connection with electronic registration or alternatively to agm@innovatics.fi before the closing of the registration. In addition to the delivery of proxies, the shareholder or their proxy must take care of registering for the AGM as described above in this notice.
Shareholders that are legal entities may also, as an alternative to traditional proxy authorisation documents, use the electronic Suomi.fi authorisation service for authorising their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). When registering for the AGM in the virtual general meeting service provided by Inderes Plc, authorised representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorisations.
4. Remote participation in the meeting
A shareholder who has the right to participate in the Annual General Meeting can participate in the meeting not only by participating in the AGM at the meeting venue but also, shareholders may use their rights in full and in real-time during the meeting via remote connection.
Due to the limited space at the meeting venue, the shareholder's or proxy's notification of participation in the AGM via remote connection is binding, and the shareholder or proxy does not have the right to change the method of participation or participate in the meeting at the meeting place after the registration period has expired. However, the shareholder's representative's notification of participation via remote connection does not limit the right of shareholder's other representatives to participate in the meeting at the meeting place.
A shareholder or proxy who has registered to participate in the AGM at the meeting venue can change their participation to remote participation. There is no need to inform the company about this separately. Remote participation takes place via the remote participation link sent to the phone number and/or email address provided when registering for the AGM.
The remote connection to the AGM is provided through Inderes Plc's virtual general meeting service on the Videosync platform, which includes a video and audio connection to the Annual General Meeting. Participating via the remote connection does not require paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound reproduction and a microphone for asking oral questions or speaking turns. To participate, it is recommended to use the latest versions of the most common browser programs in use.
The participation link and password for remote participation will be sent by email and/or text message to the email address and/or mobile phone number provided during registration to all those registered for the Annual General Meeting no later than the day before the meeting. Thus, advance voters and shareholders who have registered to attend the General Meeting at the venue may also participate in the General Meeting remotely via telecommunication if they so wish. It is recommended to log into the meeting system well in advance of the meeting's start time.
More detailed information about the general meeting service can be found on the company's website www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset. The link to test the compatibility of a computer, smartphone or tablet and the network connection can be found at https://b2b.inderes.com/fi/knowledge-base/yhteensopivuuden-testaaminen. It is recommended that you familiarise yourself with the more detailed participation instructions before the start of the AGM.
5. Voting in advance
Shareholders whose shares are registered on their Finnish book-entry account may vote in advance on certain items on the agenda of the AGM during the period between 25 February 2025 10:00 a.m. – 18 March 2025 at 4:00 p.m. in the following ways:
a) Via the website www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset
Advance voting requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish, Swedish or Danish bank ID or mobile certificate.
b) By email agm@innovatics.fi or by mail
A shareholder or its statutory representative who votes in advance by mail or email shall send the voting form available on the Company’s website at www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset or corresponding information to Innovatics Oy by mail to Innovatics Oy, Annual General Meeting / eQ Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at agm@innovatics.fi. Advance votes must be received by the time the advance voting period ends. Submitting advance votes by mail or email to Innovatics Oy before the due date of the registration period and advance voting constitutes due registration for the AGM provided that the information required above for registration is provided in connection with the advance voting form.
A shareholder who has voted in advance and who wants to use their right to present questions under the Companies Act, demand a vote or vote on a possible counter-proposal, must attend the general meeting in person or have their proxy representative participate in the AGM using the remote connection. The votes cast by those who have voted in advance will be taken into account in the decision-making of the General Meeting, regardless of whether they participate in the General Meeting remotely or at the meeting venue or not. If they participate remotely or at the meeting location, they have the opportunity to change their advance votes during the meeting, if they wish, when a vote takes place.
For holders of nominee-registered shares, advance voting is carried out via the account manager of the custodian. The account manager may vote in advance on behalf of the holders of nominee-registered shares that they represent in accordance with the voting instructions provided by the holders of nominee registered shares during the registration period for the holders of nominee-registered shares.
A proposal subject to advance voting is deemed to have been presented without amendments at the AGM. Conditions related to the electronic advance voting and other related instructions are available on the Company's website at www.eq.fi/en/about-eq-group/hallinnointi/yhtiokokoukset.
6. Other instructions/information
The meeting shall be held in Finnish.
Shareholders who are present at the meeting shall have a right to present questions referred to in Chapter 5, Section 25 of the Companies Act with respect to the matters to be considered at the Annual General Meeting.
A shareholder may present questions referred to in Chapter 5, Section 25 of the Companies Act with respect to the matters to be considered at the Annual General Meeting by 11 March 2025 at 4:00 pm at the online registration service or by email to eQ.Yhtiokokous@eq.fi. The company’s management generally answers such questions submitted in writing in advance at the AGM or no later than two weeks after the general meeting on the company's website. When presenting a question to the Annual General Meeting, the shareholder must provide sufficient information about their shareholding upon request.
On the date of this notice, 4 February 2025, the total number of eQ Plc's shares and votes is 41,407,198. The Company does not hold its own shares.
Helsinki, 4 February 2025
eQ Plc
Board of Directors
Additional information: Juha Surve, Group General Counsel, tel. +358 9 6817 8733
Distribution: Nasdaq Helsinki, www.eQ.fi
eQ Group is a Finnish group of companies specialising in asset management and corporate finance business. eQ Asset Management offers a wide range of asset management services (including private equity funds and real estate asset management) for institutions and individuals. The assets managed by the Group total approximately EUR 13.4 billion. Advium Corporate Finance, which is part of the Group, offers services related to mergers and acquisitions, real estate transactions and equity capital markets.
More information about the Group is available on our website at www.eQ.fi.