Altia Plc Stock Exchange Release
NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
Notice of the Extraordinary General Meeting
Notice is given to the shareholders of
Due to the coronavirus pandemic, Altia has imposed precautionary measures to be able to hold the Extraordinary General Meeting and to ensure the health and safety of the shareholders, the company's employees and other stakeholders. The Extraordinary General Meeting will be arranged in accordance and in line with the restrictions set by the Finnish authorities.
Altia strongly urges its shareholders not to attend the Extraordinary General Meeting in person at the meeting venue. All shareholders are encouraged to follow the meeting remotely through a live webcast and/or exercise their voting rights by voting in advance or alternatively by using the proxy service provided by the company. The shareholders may also pose written questions to the company in advance regarding matters to be considered at the meeting. No food or beverages will be served at the Extraordinary General Meeting, and no giveaways will be handed out. More details on the special arrangements are provided in section D to this notice.
A. Matters on the agenda of the Extraordinary General Meeting
The following matters will be considered at the Extraordinary General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording of the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Resolutions relating to the merger of
6.1 Introduction
On
The purpose of the Merger is to form a wine and spirits brand house with leading presence across the Nordics with a relevant market presence also in the Baltics.
Reference is made to the public announcement on the Merger for further information about its rationale and details.
In order to complete the Merger, the Board of Directors of Altia proposes that the Extraordinary General Meeting resolves on the approval of the statutory cross-border absorption merger of Arcus into Altia in accordance with the merger plan approved by the Boards of Directors of Altia and Arcus dated
a) approve the amended Articles of
b) resolve on the issuance of new shares of Altia as merger consideration to the shareholders of Arcus;
c) resolve on the number of the members of the Board of Directors of the Combined Company;
d) resolve on the election of the members of the Board of Directors of the Combined Company;
e) resolve on the remuneration of the Board of Directors of the Combined Company;
f) resolve on an amendment and a temporary deviation from the Charter of the Altia Shareholders' Nomination Board; and
g) resolve on an authorization of the Board of Directors to resolve on the payment of an extra dividend.
Pursuant to the Merger Plan, the below proposals under 6.2 (including items (a) - (g)) of the Board of Directors and the Shareholders' Nomination
The Merger as a whole and the proposed changes to the company name and the Articles of
Altia's largest shareholder, the
6.2 Resolution on the Merger
Pursuant to the Merger Plan, Arcus shall be merged into Altia through a cross-border absorption merger, so that all assets and liabilities of Arcus shall be transferred without a liquidation procedure to Altia in a manner described in more detail in the Merger Plan.
The Board of Directors of Altia proposes that the Extraordinary General Meeting resolves on the cross-border absorption merger of Arcus into Altia in accordance with the Merger Plan. The resolution on the merger includes among other matters set out in the Merger Plan, the following key items as specified in the Merger Plan:
(a) Amendment of the Articles of Association
Pursuant to the Merger Plan, the Articles of
(b) Merger consideration
Pursuant to the Merger Plan the shareholders of Arcus shall receive as merger consideration 0.4618 new shares of Altia for each share owned in Arcus per each individual book-entry account (the "Merger Consideration Shares" or the "Merger Consideration"). The Merger Consideration shall be issued to the shareholders of Arcus in proportion to their shareholding in Arcus. No Merger Consideration will be issued with respect to shares in Arcus held by Arcus itself or by Altia. The allocation of the Merger Consideration will be based on the shareholding in Arcus at a record date to be set in connection with the completion of the Merger.
In case the number of shares received by a shareholder of Arcus (per each individual book-entry account) as Merger Consideration is a fractional number, the fractions shall be rounded down to the nearest whole share for the purpose of determining the number of Merger Consideration Shares to be received by the relevant shareholder. Fractional entitlements to new shares of the Combined Company shall be aggregated and sold in public trading on the
The final total number of shares in the Combined Company to be issued as Merger Consideration shall be determined on the basis of the number of shares in Arcus held by shareholders of Arcus, other than Arcus itself and Altia, at a record date to be set in connection with completion of the Merger. Such total number of shares to be issued as Merger Consideration shall be rounded down to the nearest full share.
On the date of the Merger Plan, the number of issued and outstanding shares in Arcus was 68,023,255, which includes 6,948 treasury shares. Based on the situation on the date of the Merger Plan and the agreed Merger Consideration, the total number of shares in Altia to be issued as Merger Consideration would therefore be 31,409,930 shares. This would correspond to approximately 46.5% ownership in the Combined Company for Arcus' shareholders and approximately 53.5% ownership in the Combined Company for Altia's shareholders.
The final total amount of Merger Consideration may be affected by, among others, any change concerning the number of shares issued by and outstanding in Arcus or held by Arcus as treasury shares, e.g., Arcus transferring existing treasury shares in accordance with existing share-based incentive plans, prior to the date of registration of the execution of the Merger with the
(c) Number of members of the Board of Directors
Pursuant to the Merger Plan, the Shareholders' Nomination
Altia and Arcus will comply with the rules for arranging employee participation in connection with a cross-border merger, which may include arrangements to have employee representatives on the Board of Directors of the Combined Company. Any employee representatives on the Board of Directors of the Combined Company are in addition to the members of the Board of Directors of the Combined Company conditionally elected by the Extraordinary General Meeting.
(d) Composition of the Board of Directors
Pursuant to the Merger Plan, the Shareholders' Nomination
Seven (7) of the Board nominees are considered independent of the Combined Company and six (6) Board nominees are considered independent of the significant shareholders of the Combined Company.
The Board member nominees have given their consent to the election. Information concerning the new Board nominees is and available on Altia's website at www.altiagroup.com/investors.
The term of the currently serving members of the Board of Directors not conditionally elected to continue in the Board of Directors of the Combined Company for the term commencing on the Effective Date shall end on the Effective Date.
(e) Remuneration of the new members of the Board of Directors
Pursuant to the Merger Plan, the Shareholders' Nomination
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The remuneration of the members of the Board of Directors potentially nominated by the employees as employee representatives shall be determined separately by the Board of Directors but will not in any event exceed the remuneration of the other members of the Board of Directors.
Otherwise the resolutions on Board remuneration made by the AGM of Altia held on
The annual remuneration of the new Board members elected hereunder shall be paid in proportion to the length of their term in office.
The Shareholders' Nomination
(f) Amendment and temporary deviation from the Charter of the Altia Shareholders' Nomination Board
Pursuant to the Merger Plan, the Shareholders' Nomination
According to the current Charter, the Shareholders' Nomination Board consists of three (3) physical persons nominated by the shareholders as members. The members of the Nomination Board shall represent the Company's three (3) largest shareholders who (i) represent the largest number of votes of all shares in the Company on the first banking day of June each year (the "Value Day") as determined on the basis of the shareholder register of the Company maintained by
As part of its approval of the Merger, the Shareholders' Nomination Board proposes to the Extraordinary General Meeting an amendment to the Charter whereby, in addition to the Chairman of the Board of Directors, also the Vice Chairman of the Board of Directors will act as an expert member to the Shareholders' Nomination Board. For the avoidance of doubt, the Chairman and the Vice Chairman of the Board shall not be official members of the Nomination Board and do not have any voting right, but they have the right to attend the meetings of the Nomination Board and receive the relevant material for such meetings.
Further, the Shareholders' Nomination Board proposes to the Extraordinary General Meeting a temporary deviation from the Charter to the effect that, should the Effective Date be later than
(g) Authorisation of the Board of Directors to resolve on the payment of extra dividend
The Board of Directors proposes to the Extraordinary General Meeting that the Board of Directors be authorized to resolve on the payment of an extra dividend, in one or several instalments, in the maximum total amount of
This authorization is in addition to the authorization by the Annual General Meeting of the company held on
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The proposals for resolutions on the matters on the agenda of the Extraordinary General Meeting and this notice are available on
C. Instructions for the participants in the Extraordinary General Meeting
1. Right to participate and registration
Each shareholder, who is registered on the record date of the Extraordinary General Meeting, on
A shareholder who is registered in the company's shareholders' register and wants to participate in the Extraordinary General Meeting must register for the meeting by giving prior notice of attendance no later than on
· on the company's website at www.altiagroup.com/investors;
· by email to investor.relations@altiagroup.com;
· by telephone to +358 20 770 6908 from Monday to Friday from
· by mail to
In connection with the registration, a shareholder is required to notify his/her name, personal identification number, address, telephone number, the name of a possible assistant and the name and the personal identification number of a possible proxy representative. The personal data are used only in connection with the Extraordinary General Meeting and the processing of related registrations. For further information on how
2. Holders of nominee-registered sharesA holder of nominee-registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which he/she on the record date of the Extraordinary General Meeting, i.e. on
A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and the registration for the Extraordinary General Meeting from his/her custodian bank. The account management organization of the custodian bank must temporarily register a holder of nominee-registered shares who wishes to participate in the Extraordinary General Meeting in the shareholders' register of the company at the latest by the deadline stated above and possibly vote in advance on behalf of the holder of nominee-registered shares. Additional information on advance voting is provided below in section D.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. All shareholders are encouraged to vote in advance or exercise their voting rights in the Extraordinary General Meeting by using the proxy service provided by Altia. Additional information on advance voting and the proxy service provided by Altia is provided below in section D.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary 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 for the Extraordinary General Meeting.
Proxy documents should be delivered by email to investor.relations@altiagroup.com or by mail to
4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the Meeting. On the date of this notice, the total number of shares in the company and votes represented by such shares is 36,140,485 shares and votes.
D. Special arrangements in order to comply with regulations by the authorities
Altia strongly urges its shareholders not to attend the Extraordinary General Meeting in person at the meeting venue. All shareholders are encouraged to follow the meeting remotely through a live webcast and/or exercise their voting rights by voting in advance or alternatively by using the proxy service provided by the company (detailed instructions below). Shareholders wishing to exercise their shareholders' rights by voting in advance or by using the proxy service provided by the company are required to be registered for the Extraordinary General Meeting in accordance with the instructions set out above. Shareholders may also pose written questions to the company in advance regarding matters to be considered at the meeting.
No food or beverages will be served at the Extraordinary General Meeting, and no giveaways will be handed out. The meeting and all presentations will be short and meet the minimal requirements. The participation of the members of the Board of Directors and the Executive Management Team is limited to the minimum.
Persons who belong to risk groups based on their age or medical condition or who have travelled outside of
1. Instructions for following the Extraordinary General Meeting through a live webcast
Shareholders can follow the meeting via a live webcast at www.altiagroup.com/investors. A shareholder who chooses to only follow the meeting through the live webcast will not be recorded as a participant in the Extraordinary General Meeting. Accordingly, such shareholders will not have the possibility to address the meeting or participate in any vote (except through a proxy representative or by voting in advance). Additional information and instructions on following the live webcast are available on the company's website at www.altiagroup.com/investors.
2. Advance voting
A shareholder who has a Finnish book-entry account may vote in advance on certain items on the agenda of the Extraordinary General Meeting through the company's website from
Custodian banks or other proxy representatives representing holders of nominee-registered shares are asked to deliver the voting instructions of the holders of nominee-registered shares represented by them along with proxy documents by email to investor.relations@altiagroup.com on
3. Proxy service
A shareholder can choose to authorize the company's Legal Counsel
Proxy forms including voting instructions and more detailed instructions regarding the proxy service are available on the company's website at www.altiagroup.com/investors. A shareholder shall send the proxy document to the company either by e-mail to investor.relations@altiagroup.com or by mail to
4. Instructions for posing written questions in advance
Shareholders may pose written questions to the company in advance regarding matters to be considered at the meeting. Presentations are as far as possible set up so that questions submitted in advance are taken into account or questions are answered in another manner. The possible questions should be submitted through the web form available on the company's website at www.altiagroup.com/investors. Questions may be submitted as of
Altia monitors the development of the coronavirus situation, complies with instructions by the Finnish authorities, and updates measures described in this notice, if necessary. Shareholders are asked to follow the company's website www.altiagroup.com/investors for possible further instructions or changes.
In
The Board of Directors
Contacts:
Analysts and investors:
Media: Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867
Distribution:
Principal media
www.altiagroup.com
IMPORTANT INFORMATION
The securities referred to in this release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "
Altia is a Finnish company and Arcus is a Norwegian company. The transaction, including the information distributed in connection with the merger and the related shareholder votes, is subject to disclosure, timing and procedural requirements of a non-
It may be difficult for
Altia is a leading Nordic alcoholic beverage brand company operating in the wines and spirits markets in the Nordic and
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