Notice of DNA Plc's Annual General Meeting

London, 02/02/2018 (informazione.it - comunicati stampa - telecomunicazioni)

DNA PLC STOCK EXCHANGE RELEASE FEBRUARY 2, 2018, 12:00 AM EET

The shareholders of DNA Plc are invited to the Annual General Meeting to be held on 22 March 2018 at 1 pm in the Veranda conference room in Finlandia Hall, at Mannerheimintie 13 e, Helsinki. The reception of registered participants and the distribution of voting slips will commence at 12.00 noon. Coffee will be served after the meeting.

A. Matters to be considered at the Annual General Meeting

The following matters will be considered at the Annual General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to confirm the minutes and supervise the counting of votes

4. Declaration of the legality of the meeting

5. Recording the attendance and adoption of the list of votes

6. Presentation of the financial statements, the report of the Board of Directors and the Auditor's Report for 2017

- Presentation of the CEO's review

7. Adoption of the financial statements

8.   Board of Directors' proposal for distributable funds

DNA Plc's distributable funds in the financial statements amount to EUR 208,447,605, of which profit for the financial year came to EUR 76,027,444.67.

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.46 per share and a capital payment of EUR 0.17 per share from the reserve for invested unrestricted equity, in total EUR 0.63 per share, be distributed for the financial period ending 31 December 2017. The Board also proposes that an extra capital payment of EUR 0.47 per share be distributed from the reserve for invested unrestricted equity. In total, the Board proposes that EUR 1.10 per share be distributed.

Based on the number of shares at 31 December 2017, the total dividend to be paid comes to EUR 60,737,794.18. The capital payment from the reserve for invested unrestricted equity is EUR 84,504,757.12.

In total, EUR 145,242,551.30 will be distributed to DNA's shareholders from distributable funds. The Board proposes that the remaining profit be retained and carried forward in the Group's non-restricted equity.

According to the proposal, the dividend and the extra capital payment will be paid to shareholders registered in the company's shareholder register held by Euroclear Finland Ltd on the dividend record date of 26 March 2018. It is proposed that the dividend and the extra capital payment be paid on 4 April 2018.

9. Discharging the members of the Board of Directors and the CEO from liability.

10. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Committee proposes that the compensation of the Board of Directors remain unchanged. The Nomination Committee proposes that the Chairman of the Board be paid annual compensation of EUR 144,000 and the members EUR 48,000. It is also proposed that the Board be paid a meeting fee of EUR 1,050 per meeting. Further, it is proposed that the meeting fee for permanent Board Committees be 1,050 for each committee chairman and EUR 525 for each committee members per meeting.

The Nomination Committee recommends that, on a yearly basis, each member of the Board spend 40% of their annual compensation, net of withholding tax, on the purchase of the company's shares until the value of their shareholding corresponds to the gross amount of the annual compensation.

Any travel expenses will be reimbursed in accordance with the decisions and instructions of the tax authorities.

11. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Committee proposes that seven (7) board members be elected.

12. Election of the members of the Board of Directors

The Shareholders' Nomination Committee proposes that the current members of the Board Pertti Korhonen, Anu Nissinen, Tero Ojanperä, Jukka Ottela, Margus Schults, Kirsi Sormunen and Heikki Mäkijärvi be re-elected.

The Shareholders' Nomination Committee also proposes that Pertti Korhonen continue as the Chairman of the Board of Directors.

Background information on the board members is available on the DNA website at: www.dna.fi/agm

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the General Meeting that the auditor be reimbursed according to the auditor's invoice approved by the company.

14. Election of the auditor

The Board of Directors proposes that Authorized Public Accountants, PricewaterhouseCoopers Oy, be re-elected as the company's auditor for the financial year 2018. PricewaterhouseCoopers Oy has notified that the principal auditor will be Authorized Public Accountant Mika Kaarisalo.

15. Authorisation of the Board of Directors to decide on the repurchase of the company's own shares.

The Board of Directors proposes to the Annual General Meeting that the Board be authorised to decide to repurchase or accept as a pledge up to 4,000,000 own shares of the company, using the company's unrestricted shareholders' equity. The repurchase can take place in one or several lots. The purchase price of the shares is the market price paid for the share at the time of the purchase in trading on a regulated market. Own shares may be repurchased through conventional derivatives, stock lending agreements or other agreements on the capital market, as permitted by law and regulations. The purchase price of own shares will be primarily covered from the reserve for invested unrestricted equity and secondarily from retained earnings.

This authorisation grants the Board of Directors the right to decide on the repurchase of shares otherwise than in proportion to the shareholders' shareholding (directed repurchase).

Own shares can be repurchased to implement acquisitions or other arrangements related to the company's business, to improve the company's capital structure, for the company's incentive schemes, for the payment of any share-based rewards to the Board members or to be otherwise held, disposed of or cancelled.

The authorisation will be effective until the end of the next Annual General Meeting. The authorisation cancels the previous authorisation granted by the Annual General Meeting of 22 March 2017 to the Board of Directors for the repurchase of own shares.

16. Authorisation of the Board of Directors to decide on a share issue, disposal of own shares in the company's possession and other special rights entitling to shares.

The Board of Directors proposes to the Annual General Meeting that the Board be authorised to decide on a share issue, to dispose of own shares held by the company and an issue of special rights entitling to shares as referred to in Chapter 10, Section 1, of the Companies Act.

Under the authorisation, the Board of Directors may issue up to 10,000,000 new shares or own shares held by the company in one or several lots. The proposed maximum number corresponds with approximately 7,5 per cent of all of the company's current shares.  

A share issue may also take place as a directed issue i.e. deviating of the pre-emptive subscription right of the shareholders. The authorisation may be used to implement company arrangements, to improve the company's capital structure, for the company's incentive schemes, for the payment of any share-based rewards to the Board members and other purposes decided by the Board. The Board of Directors is authorised to decide on all other terms and conditions relating to a share issue and of the issue of special rights entitling to shares.

The authorisation will be effective until the end of the next Annual General Meeting. The authorisation cancels the authorisation granted to the Board of Directors by the Annual General Meeting of 22 March 2017 to decide on a share issue and an issue of special rights entitling to shares.

17. Resolution on the changing of classification of unrestricted equity

In previous years, the Company has, when repurchasing its own shares, recorded the subscription price of own shares in a way that reduced the amounts of retained earnings of previous financial periods. In financial year 2012 EUR 103 million worth of own shares were acquired and in financial year 2017 the corresponding figure was EUR 14 million. This has been in accordance with previously made decisions as well as the Finnish Companies Act, but it does not fully allow for the opportunity provided for in the Finnish Companies Act to present funds invested in the company and profits from business operations separately. The Finnish Companies Act would have also allowed for the subscription costs of own shares to be deducted from the reserve for invested unrestricted equity which in turn allows for investments in the company and the profit it makes to be presented separately in equity.

The Board of Directors proposes that the General Meeting decide to cancel previous accounting treatment in which the amount paid for acquisition of own shares has been recorded as a deduction of earnings and further decide that corresponding sums be removed from the reserve for invested unrestricted equity insofar the company has funds left in the reserve for invested unrestricted equity following the distribution of funds decided earlier in this General Meeting. It is proposed that EUR 62,420,161.66 are transferred from the reserve for invested unrestricted equity to retained earnings from previous financial periods. This change has no effect in the total amount of the unrestricted equity.

18. Closing of the meeting

B. The Annual General Meeting Documents

The above proposals of the company's Board of Directors and the Shareholders' Nomination Committee, and this notice of the meeting, are available on the company's website at www.dna.fi/agm. The company's Annual Report, which includes the company's financial statements, the report of the Board of Directors and the Auditor's Report, will be available on DNA's website by 1 March 2018.

The decision proposals and the financial statement documents are also available at the Annual General Meeting, and copies of them and this notice of the meeting will be sent to shareholders on request.

Minutes of the Annual General Meeting will be available on the above-mentioned website by 5 April 2018.

C. Instructions for participants

1. Shareholder entered in the shareholder register

A shareholder, who is registered in the company's shareholder register, kept by Euroclear Finland Ltd, on 12 March 2018 is entitled to attend the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry securities account is registered in the company's shareholder register.

A shareholder registered in the company's shareholder register must register for the meeting no later than 10 am on 19 March 2018.

Please register for the meeting from 12 noon on 2 February 2018:

a) on the internet at www.dna.fi/AGM 
b) by telephone +358 20 770 6902 from Monday to Friday between 9.00 am and 4.00 pm
c) by letter to DNA Plc, Registrations to Annual General Meeting, P.O.Box 10, FI-01044 DNA

The registration should include the shareholder's name, personal identity number or business ID, address, telephone number, the name of any accompanying person and the name and personal identity number of any proxy presentative. Personal data given by shareholders to DNA Plc will be used only in connection with the Annual General Meeting and the processing of the necessary registrations related to the meeting.

The shareholder, or his or her authorised presentative or proxy presentative, should be prepared to prove his or her identity and/or right of representation at the meeting.

2. Holder of a nominee-registered share

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of the shares on the basis of which they would be entitled to be entered in the shareholder register kept by Euroclear Finland Ltd on the record date of the Annual General Meeting, 12 March 2018. Participation also requires that, by virtue of these shares, the shareholder is temporarily entered in the shareholder register kept by Euroclear Finland Ltd no later than 19 March 2018 at 10 am. As regards nominee-registered shares, this is considered due registration for the Annual General Meeting.

A holder of nominee-registered shares is advised to request their asset manager in good time to give the necessary instructions regarding temporary registration in the shareholder register, issue of powers of attorney and registration for the Annual General Meeting. The asset manager's account operator must report the holder of a nominee-registered share, who wants to participate in the Annual General Meeting, as temporarily entered in the company's shareholder register by the time stated above.

3. Use of a proxy presentative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their rights there through a proxy representative.

A shareholder's proxy presentative shall produce a dated power of attorney or otherwise, in a reliable manner, prove that they are entitled to represent the shareholder. If a shareholder participates in the Annual General Meeting through several proxy representatives representing the shareholder by virtue of shares held in different securities accounts, the shares by which each proxy representative represents the shareholder must be reported in connection with registration.

Any powers of attorney should be delivered as originals to the company at the address DNA Plc, Registration for Annual General Meeting, P.O.Box 10, FI-01044 DNA, before the end of the registration period.

4. Other instructions and information

A shareholder who is present at the Annual General Meeting has the right, referred to in Chapter 5, Section 25 of the Companies Act, to ask questions during the meeting about the issues considered at the meeting.

On the date of the notice of the Annual General Meeting, 2 February 2018, DNA Plc holds a total of 132,303,500 shares representing an equal number of votes. On the date of the notice of the Annual General Meeting, the company holds a total of 264,817 of its own shares.

The Annual General Meeting will be held in Finnish and simultaneous interpretation will be available in English.

Adjacent to Finlandia Hall there is a car park, Q-Park Finlandia which is connected to Finlandia Hall. Please enter the car park via Karamzininranta. Any parking fees must be covered by the participants themselves.

Helsinki 2 February 2018

DNA PLC

BOARD OF DIRECTORS

Further information:
Marja Mäkinen, Head of IR, Investor Relations, DNA Plc, +358 44 044 1262, [email protected]
DNA Corporate Communications, +358 44 044 8000, [email protected]

DNA Plc is a Finnish telecommunications group providing high-quality voice, data and TV services for communication, entertainment and working. DNA is Finland's largest cable operator and the leading pay TV provider in both cable and terrestrial networks. For DNA, the key area for growth in corporate business is the new way of working, independent of time and place, facilitated by smart terminal devices, diverse communications services and rapid connections. In 2017, DNA recorded net sales of EUR 886 million and an operating profit of EUR 124 million. DNA has more than 3.9 million subscriptions in its fixed and mobile communications networks. The Group also includes DNA Store, Finland's largest retail chain selling mobile phones. DNA shares are listed on Nasdaq Helsinki Ltd. For further information, visit www.dna.fi or follow us on Twitter @DNA_fi and Facebook.

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