Notice to the Annual General Meeting of LeadDesk Plc
Notice to the Annual General Meeting of LeadDesk Plc
LeadDesk Plc Press Release 28 February 2024 at 10.02 am EET. Unofficial translation of the company release published on 28 February 2024, 10.00 am. In case the document differs from the original, the Finnish version prevails.
The shareholders of LeadDesk Plc are invited to the Annual General Meeting to be held on 20 March 2024 at 4.00 p.m. at a conference room of Borenius Attorneys at Eteläesplanadi 2, FI-00130 Helsinki.
The reception of persons who have registered for the meeting will commence at 3.30 p.m. The shareholders may, if they so will, exercise their rights at the meeting by way of proxy representation by authorising a lawyer from Borenius Attorneys to represent themselves at the Annual General Meeting free of charge. Instructions for using the proxy service are provided in Section “C3. Proxy representative and powers of attorney” of this notice. In addition, it is possible to follow the Annual General Meeting online via webcast. Following the meeting via webcast is not considered participating in the Annual General Meeting and it is not possible to ask questions, make counterproposals, otherwise speak, or vote via webcast.
Further instructions on the Annual General Meeting and following the meeting via webcast are available on the company’s website at https://investors.leaddesk.com/en/investors/corporate_governance/annual_general_meeting_2024.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
The following matters shall be considered at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and 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 Financial Statements, Annual Report and the Auditor’s Report for the year 2023
Presentation of the CEO’s report.
7. Adoption of the Financial Statements, including the adoption of the Consolidated Financial Statements
8. Resolution on the use of the profit shown in the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that no dividend shall be paid for the financial year 2023 and any distributable funds shall be retained in equity.
9. Resolution on the discharge of 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 Board recommends that, with respect to the remuneration of the members of the Board of Directors, the shareholders address each proposal individually in the general meeting.
10.1 Monthly remuneration and meeting fees of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that remuneration be paid to the Board members in the next term of office as follows: A monthly remuneration is paid to the Chair of the Board of Directors in the amount of EUR 3,300 and to other members of the Board of Directors in the amount of EUR 1,650. The Chair of the Audit Committee is paid a meeting fee of EUR 1,100 per meeting, and the members of the Audit Committee are paid a meeting fee of EUR 550 per meeting. Travel expenses are proposed to be reimbursed in accordance with the company’s travel rules.
10.2 Options of the members of the Board of Directors
The Shareholders’ Nomination Board further proposes that members of the Board of Directors be given one (1) option right in the 2024 option program, resolved on within the restrictions described below, for each company share they acquire during the period between the 2024 Annual General Meeting and 24 September 2024. The maximum number of option rights so received by members of the Board of Directors is 7,500 in total. If the total number of shares acquired by the members of the Board of Directors exceeds 7,500, the option rights are given on a pro rata basis so that the total number of option rights given does not exceed 7,500.
The Board of Directors would be authorised to decide on all other detailed terms of the option program, yet so that the exercise price of the 2024 option program must be at least the trading price of the share on the issue date of the 2024 option program; the subscription period for the shares subscribed for on the basis of the options may commence on 1 May 2027 at the earliest; and the subscription right must be conditional on the option right holder’s service relationship to the company as well as conditional on that the shares on the basis of which the option rights have been issued are still held by the option right holder when the subscription period related to the option rights commences.
The directed share issue and the issuance of option rights in accordance with this Proposal 10.2 of the Nomination Board would be carried out in accordance with the company's authorisations for the issuance of shares and special rights at a given time.
11. Resolution on the number of members of the Board of Directors
The Nomination Board proposes that the number of members of the Board of Directors shall be five (5).
12. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that Yrjö Närhinen, Emma Storbacka and Samu Konttinen be reappointed to the Board of Directors.
Eija Kuittinen and Antti Hovila have informed the company that they will not be available for re-election in the Annual General Meeting of 2024.
The Nomination Board proposes that Lauri Pukkinen and Jostein Vik be appointed as new members of the Board of Directors. The Shareholders’ Nomination Board recommends that Yrjö Närhinen be appointed as the Chair of the Board of Directors.
All proposed persons have given their consent to the appointment. Of the proposed Board members, Lauri Pukkinen is one of the company's largest shareholders through his personal ownership. Jostein Vik is a partner and founding member of Viking Venture, the company's largest shareholder.
The nominees for members of the Board of Directors and their shareholdings are presented on the company’s website at https://investors.leaddesk.com/en/investors/corporate_governance/annual_general_meeting_2024.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the auditor to be elected be remunerated against a reasonable invoice approved by the company.
14. Election of auditor
The Board of Directors proposes that authorised public accountants KPMG Oy Ab shall be elected as the auditor of the company for the following term. KPMG Oy Ab has informed that Tommi Tamminen, APA, would act as the principally responsible auditor, if KPMG Oy Ab is elected as the company’s auditor.
15. Authorising the Board of Directors to resolve on the repurchase of the company’s own shares
The Board of Directors proposes that the General Meeting would authorise the Board of Directors to resolve on the repurchase of a maximum of 547,904 of the company’s own shares in one or more tranches as follows:
The proposed maximum number of own shares to be repurchased corresponds to approximately ten (10) per cent of the aggregate number of shares in the company on the date of the notice to the Annual General Meeting. However, the decision to repurchase own shares shall not be taken in such a way that the aggregate number of own shares held by the company and its subsidiaries is more than one tenth of all shares. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation, which means that the repurchases will reduce funds available for distribution of profit.
The own shares can be acquired otherwise than in proportion to the share ownership of the shareholders if the Board of Directors deems that there are weighty financial reasons for such directed repurchase. The shares can be repurchased through public trading on Nasdaq Helsinki Ltd at a price formed in trading on Nasdaq Helsinki Ltd on the date of the repurchase or at a price otherwise formed on the market.
The own shares repurchased by the company may be held, cancelled or transferred by the company. The Board of Directors shall decide on all other matters related to the acquisition of own shares.
The Board of Directors proposes that the authorisation revokes previous unused authorisations on the repurchasing of the company’s own shares.
The authorisation is proposed to be valid until the following Annual General Meeting, however no longer than until 30 June 2025.
16. Authorising the Board of Directors to resolve on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes that the General Meeting authorises the Board of Directors to resolve on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, in one or more tranches, either against or without consideration.
The number of shares to be issued or transferred under the authorisation, including shares acquired under options and other special rights, may not exceed 547,904 shares, which corresponds to approximately ten (10) per cent of all the current shares of the company. The Board of Directors may resolve on issuing either new shares or to transfer any treasury shares held by the company.
The authorisation entitles the Board of Directors to resolve on all the conditions of the issuance of shares, options and other special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right, if there is a weighty financial reason for doing so from the company’s point of view. The Board of Director may also resolve on the issuance of shares as well as the issuance of options and other special rights entitling to shares to the members of the Board of Directors for the purpose of remuneration as decided by the Annual General Meeting in the Section 10.2.
The authorisation is proposed to be valid until the end of the following Annual General Meeting, however no longer than until 30 June 2025. If this authorisation is granted, it will revoke previous unused authorisations on the issuance of shares as well as the issuance of options and other special rights entitling to shares.
17. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
This notice, which contains all proposals for the resolutions on the matters on the agenda of the General Meeting will be available on LeadDesk Plc's website at https://investors.leaddesk.com/en/investors/corporate_governance/annual_general_meeting_2024. LeadDesk Plc’s financial statements, the annual report and the auditor’s report will be available on the above-mentioned website by Wednesday 28 February 2024, at the latest. The proposals and the other documents mentioned above are also available at the General Meeting.
The minutes of the General Meeting will be available on the above-mentioned website by 3 April 2024, at the latest.
C. INSTRUCTIONS FOR the participants in the meeting
1. Shareholders registered in the shareholders’ register
The shareholders who have been registered on the record date of the General Meeting, on 10 March 2024, in the register of the shareholders of the company maintained by Euroclear Finland Ltd. have the right to participate in the General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the company.
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.
A shareholder registered in the company's shareholders’ register, who wishes to participate in the General Meeting, must register for the General Meeting no later than by 11 March 2024 at 10.00 a.m. by which time the registration needs to have been received.
The registration for the General Meeting can be made through the company’s website at https://investors.leaddesk.com/en/investors/corporate_governance/annual_general_meeting_2024.
A shareholder, their legal representative or proxy representative arriving to the meeting must, upon request, be able to prove their identity and provide sufficient proof of their right to represent a shareholder. The personal data given to LeadDesk Plc by shareholders is only used in connection with the General Meeting and with the processing of related necessary registrations.
The shareholder, their legal representative or proxy representative must be able to prove their identity and/or right of representation at the meeting venue.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the General Meeting by virtue of such shares, based on which they on the record date of the General Meeting, 8 March 2024, would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register maintained by Euroclear Finland Oy no later than on 15 March 2024 by 10.00 a.m. Finnish time. With regard to nominee-registered shares, this constitutes due registration for the General Meeting.
Holders of nominee-registered shares are advised to request without delay necessary instructions from their custodian regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy authorisation documents and registration for the General Meeting. The account manager of the custodian shall temporarily register a holder of nominee-registered shares, who wants to participate in the General Meeting, into the shareholders’ register of the company within the above-mentioned registration period applicable to nominee-registered shares.
3. Proxy representative and powers of attorney
Shareholders may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. The proxy representative of the shareholder shall produce a proxy document or otherwise demonstrate in a reliable manner their right to represent the shareholder at the General Meeting. If a shareholder participates in the 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 General Meeting.
The shareholders may, if they so will, use the proxy service provided free of charge and authorise lawyer Ilona Korhonen from Borenius Attorneys Ltd or a person designated by him to represent the shareholder in the meeting. Proxy template and more detailed instructions are available on the company’s website at https://investors.leaddesk.com/en/investors/corporate_governance/annual_general_meeting_2024. The executed power of attorney shall be provided to lawyer Ilona Korhonen by email to AGMLeaddesk@borenius.com prior to the end of the registration period. If you are using Borenius’ lawyer as a proxy representative, enter 010101‑0090 (not a real social security number) as the social security number while registering. Other proxy representative as well as shareholders must use a valid social security number while registering.
Other proxy representatives shall provide the proxy they have received by regular mail to LeadDesk Plc, Kaisa Rönkkö, Hämeentie 15, FI-00500 Helsinki and copies by email to kaisa.ronkko@leaddesk.com prior to the end of the registration period. In addition to delivering the proxy authorisation documents, the shareholder or their representative shall make sure to register to the General Meeting in the manner described in this notice.
4. Other instructions/information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
On the date of this notice, LeadDesk Plc has a total of 5,479,049 shares entitling to an equal number of votes.
In Helsinki, on 28 February 2024
LEADDESK PLC
Board of Directors
ADDITIONAL INFORMATION
Olli Nokso-Koivisto, CEO, LeadDesk Plc
Tel. +358 44 066 5765
email: olli.nokso-koivisto@leaddesk.com
Certified advisor
Oaklins Merasco Oy,
Tel. +358 9 6129 670
LeadDesk in brief
LeadDesk is a leading European provider of cloud-based contact centre software. The LeadDesk cloud service, powered by artificial intelligence, improves customer experience and sales productivity. Over 20,000 customer service and sales professionals work more efficiently with LeadDesk weekly. In 2023, the Group's revenue was EUR 29.4 million, most of which came from outside Finland. The Group has offices in eight European countries. LeadDesk Plc's shares are traded on the Nasdaq First North Finland marketplace under the ticker LEADD. www.leaddesk.com