NOTICE TO TRAINERS’ HOUSE PLC’S ANNUAL GENERAL MEETING
TRAINERS’ HOUSE PLC STOCK EXCHANGE RELEASE 7 MARCH 2023 AT 15:15
The shareholders of Trainers' House Plc are invited to the annual general meeting, which will be held on 29 March 2023 at 13:30 at the company's office at Tammasaarenlaituri 3, 00180 Helsinki. Reception of those registered for the meeting at the meeting place starts at 13:15.
A. Agenda of the general meeting
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 scrutinize 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, the report of the Board of Directors and the auditor’s report for the financial year 2022
- Presentation of the CEO’s review.
The financial statements, report of the Board of Directors and auditor's report are available on the company's website www.trainershouse.fi.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Board of Directors proposes to the annual general meeting on 29 March 2023 that from the retained earnings a dividend of EUR 0.47 per share be paid out on the shares of the Company.
The dividend will be paid in two instalments:
- EUR 0.26 on 26 April 2023 (record date 19 April 2023)
- EUR 0.21 on 21 December 2023 (record date 14 December 2023)
The dividend will be paid to shareholders registered in the register of shareholders of the company on the record date of the dividend payment.
9. Resolution on the discharge of the members of the Board of Directors and the managing director from liability
10. Consideration of the remuneration report of the governing bodies
The remuneration report is available on the company's website www.trainershouse.fi.
11. Resolution on the remuneration of the members of the Board of Directors
The shareholders of Trainers’ House Plc representing a total of approximately 47.7% of the company's shares and votes, have informed the company that they will propose at the annual general meeting that the chairperson of the board will be paid 4,500 euros per month and the member 2,500 euros per month.
12. Resolution on the number of members of the Board of Directors
The shareholders of Trainers’ House Plc representing a total of approximately 47.7% of the company's shares and votes, have informed the company that they will propose at the annual general meeting that the number of board members will be confirmed at five (5).
13. Election of members of the Board of Directors
The shareholders of Trainers’ House Plc representing a total of approximately 47.7% of the company's shares and votes, have informed the company that they will propose at the annual general meeting that Aarne Aktan, Jari Sarasvuo, Jarmo Hyökyvaara and Elma Palsila will be re-elected as board members and Emilia Tauriainen elected as a new member.
14. Resolution on the remuneration of the auditor
The board proposes that the auditor be remunerated fee according to the auditor's reasonable invoice.
15. Election of auditor
The board proposes that Ernst & Young Oy will be chosen to continue as the company's auditor.
16. The board's proposal to change the Articles of Association
The Board of Directors proposes to the annual general meeting that the annual general meeting should decide on amending Article 12 of the Articles of Association so that the general meeting could be held without a physical meeting place as a remote meeting. According to the proposal, a new paragraph would be added to Article 12 of the Articles of Association, which would read in its entirety as follows:
"The board can decide that the general meeting is held without a meeting place whereby the shareholders shall exercise their power of decision in full in real-time during the meeting using telecommunication connection and technical means (remote meeting).”
17. Closing of the meeting
B. Documents of the general meeting
The above-mentioned proposals for resolutions on the agenda of the annual general meeting and this notice are available on Trainers’ House Plc's website at www.trainershouse.fi. Trainers’ House Plc's financial atatements, annual report, auditor's report, and remuneration report are available on the aforementioned website. Copies of the proposals and other documents are also available at the meeting.
The minutes of the annual general meeting will be available on the aforementioned website no later than two weeks from the date of the annual general meeting.
C. Instructions for meeting participants
1. Shareholder registered in the shareholders' register
Shareholders who are registered in the shareholders' register held by Euroclear Finland Oy on the record date of 17 March 2023, are entitled to participate in annual general meeting. A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account is registered in the company's shareholders' register.
Registration for the annual general meeting starts on 7 March 2023. A shareholder entered in the company's shareholders' register who wishes to attend the annual general meeting must register no later than 23 March 2023 at 16:00 (EET), by which time the registration must be received.
Registration for the annual general meeting can be done by mail to Trainers' House Plc, Tammasaarenlaituri 3, 00180 Helsinki, Finland or by telephone to number +358 50 430 7039 or by e-mail to iiris.nummila@trainershouse.fi.
When registering, the shareholder must provide the shareholder's name, identification number, address, telephone number and the name and identification number of any assistant or proxy. The personal data provided by shareholders to the Company will only be used in connection with the annual general meeting and the processing of the related necessary registrations.
2. Holder of nominee-registered shares
A holder of nominee-registered shares is entitled to participate in the annual general meeting based on the shares which would entitle him/her to be entered in the shareholders' register kept by Euroclear Finland Oy on the record date for the general meeting 17 March 2023. Participation also requires that the shareholder is temporarily registered in the shareholders' register held by Euroclear Finland Oy by 24 March 2023 by 10:00 (EET) at the latest. In the case of nominee-registered shares, this is considered as registration for the annual general meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the annual general meeting or the shareholder's voting rights.
The holder of nominee-registered shares is advised to request well in advance the necessary instructions from his/her custodian bank regarding the temporary registration in the register of shareholders, the issuing of proxies and voting instructions and registration to the meeting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wish to attend the general meeting temporarily in the register of shareholders of the company by the aforementioned date and time at the latest.
3. Proxy representatives and powers of attorney
A shareholder may attend the annual general meeting and exercise his/her rights there through a proxy representative.
The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that he/she is entitled to represent the shareholder at the annual general meeting. If a shareholder participates in the annual general meeting by means of several proxy representatives, who represent the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration to the meeting.
Possible proxy documents are requested to be delivered to the address mentioned above for registrations before the period for giving a notice to attend the meeting terminates by e-mail or mail. In addition to delivering the proxy documents, the shareholder or the proxy representative must take care of registration to the meeting as described previously in this notice.
4. Other information
The language of the meeting is Finnish.
Shareholders present at the annual general meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act.
Changes in the shareholding after the record date of the annual general meeting do not affect the right to participate in the annual general meeting or the shareholder's voting rights.
On the date of the notice of annual general meeting, Trainers’ House Plc has a total of 2.147.826 shares representing the same number of votes.
In Helsinki 7 March 2023
TRAINERS’ HOUSE PLC
Board of Directors
Attachment
