Viking Line Abp: Notice to Annual General Meeting
Viking Line Abp NOTICE TO ANNUAL GENERAL MEETING 31.3.2025, 8.30 AM
NOTICE TO ANNUAL GENERAL MEETING
The shareholders of Viking Line Abp are hereby invited to the Annual General Meeting to be held on Thursday, April 24, 2025, at 12:00 at Alandica Culture and Congress, Strandgatan 33, Mariehamn.
Reception of persons who have registered for the meeting and distribution of voting slips will begin at 11:00.
A. Matters to be addressed at the Annual General Meeting
The following matters will be addressed at the Annual General Meeting:
1. Opening of the meeting
2. Constitution of the meeting
3. Election of the adjusters of the minutes and supervisors of the vote counting
4. Confirmation of the legality of the meeting
5. Confirmation of attendance at the meeting and establishment of the voting list
6. Presentation of the financial statements, annual report, and auditor's report for the financial year January 1 - December 31, 2024.
- CEO's brief overview
The financial statements, annual report, and auditor's report are available on the company's website vikingline.com/sv/investerare/finansiella-rapporter/
7. Approval of the financial statements and consolidated financial statements
8. Decision on discharge from liability for the members of the Board of Directors and the CEO
9. Decision on the disposition of the profit shown in the balance sheet and dividend distribution
The Board proposes that a dividend of 50 cents per share be distributed for the financial year January 1 - December 31, 2024, with the record date being April 28, 2025, and the payment date being May 6, 2025. The Board further proposes that the Board be authorized by the Annual General Meeting to distribute a second installment of up to 50 cents per share for the financial year January 1 - December 31, 2024. The Board will decide on the amount, record date, and payment date at its regular Board meeting on August 14, 2025.
10. Presentation of the remuneration report.
The Board proposes that the remuneration report be approved
The remuneration report is available on the company's website vikingline.com/sv/investerare/bolagsstyrning/ersattningsrapport/
11. Decision on the remuneration of the members of the Board of Directors and auditors
The Board of Directors proposes that the Board members' fees be determined as follows: Annual fee, Chairman of the Board 30,000 euros, (30,000 euros)
Annual fee, other regular Board members 25,000 euros (24,000 euros)
Annual fee, Board deputies 5,000 euros (5,000 euros)
In addition, a fee of 1,000 euros per attended meeting is proposed (1,000 euros).
The Board further proposes that the auditors' fees be paid according to reasonable invoicing.
12. Election of members of the Board of Directors
Board member Peter Wiklöf has informed the Annual General Meeting that he is not available for re-election.
The Board has been informed that shareholders representing more than 50% of the company's shares propose that the following be elected as regular members: Jakob Johansson, Chairman, Christina Dahlblom, Ulrika Danielsson, Jan Hanses, Stefan Lundqvist, Andreas Remmer, and Gert Sviberg. It is proposed that Tomas Lindholm, Casper Lundqvist, and Fredrik Vojbacke be re-elected as deputies.
In their proposal, the owners have strived for extensive industry-specific expertise on the board and have thereby waived the recommended gender balance.
The proposed new member Jan Hanses's CV is available at vikingline.com/agm-2025
13. Election of auditor
The Board proposes to the Annual General Meeting that the audit firm PricewaterhouseCoopers Oy be re-elected as the company's auditor for 2025.
PricewaterhouseCoopers Oy has informed the company that CGR auditor Martin Grandell would continue to be the principal auditor.
14. Election of sustainability auditor
The Board proposes to the Annual General Meeting that the sustainability audit firm PricewaterhouseCoopers Oy be re-elected as the company's sustainability auditor for 2025.
PricewaterhouseCoopers Oy has informed the company that HBR Martin Grandell would be the principal sustainability auditor.
15. Other matters
16. Closing of the meeting
B. Annual General Meeting documents
The proposals related to the agenda items above, and this notice of the meeting are available on Viking Line Abp's website vikingline.com. Viking Line Abp's financial statements, annual report, auditor's report, and remuneration report are available on the aforementioned website. The proposals and other documents mentioned above are also available at the Annual General Meeting. Copies of these documents and this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the aforementioned website no later than April 29, 2025.
C. Instructions for participants in the Annual General Meeting
Shareholders registered in the company's shareholder register Shareholders who are registered in the company's shareholder register maintained by Euroclear Finland Ab as of April 10, 2025 (the record date of the Annual General Meeting) have the right to participate in the Annual General Meeting. Shareholders whose shares are registered in their personal Finnish book-entry account are registered as shareholders in the company's shareholder register. Shareholders registered in the company's shareholder register who wish to participate in the Annual General Meeting must notify the company no later than Tuesday, April 22, 2025, at 12:00. Registration for the Annual General Meeting can be made:
a) via the company's website vikingline.com/bolagsstamma-2025
b) by email bolagsstamma@vikingline.com
c) by phone at 018-27000
d) or in writing to Viking Line Abp, Pb 166, AX-22101 MARIEHAMN.
In connection with the registration, the shareholder's name and personal identification number, as well as the name of any assistant or proxy and the proxy's personal identification number, must be provided. The personal data provided by shareholders to Viking Line Abp will only be used for purposes related to the Annual General Meeting and for the processing of related registrations.
The data protection description regarding the Annual General Meeting is published on the company's website. Shareholders, their representatives, or proxies must be able to prove their identity and/or authority at the meeting venue if necessary.
Owners of nominee-registered shares Owners of nominee-registered shares have the right to participate in the Annual General Meeting with the shares on the basis of which they would have the right to be registered in the shareholder register maintained by Euroclear Finland Ab as of the record date of the Annual General Meeting, April 10, 2025. Participation also requires that the shareholder be registered in the temporary shareholder register maintained by Euroclear Finland Ab no later than April 17, 2025, at 10:00. For nominee-registered shares, this also constitutes registration for the Annual General Meeting.
Changes in share ownership 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. Owners of nominee-registered shares are encouraged to request necessary instructions from their asset manager well in advance regarding the shareholder's registration in the temporary shareholder register, issuance of proxies, and registration for the Annual General Meeting. The account-holding institution of the asset manager will register owners of nominee-registered shares who wish to participate in the Annual General Meeting to be entered in the company's temporary shareholder register no later than the aforementioned time.
Proxies and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights through proxies. The shareholder's proxy must present a dated power of attorney or otherwise reliably demonstrate their right to represent the shareholder. If a shareholder is represented by several proxies at the Annual General Meeting, who represent the shareholder with shares held in different securities accounts, it must be stated in connection with the registration which shares each proxy represents the shareholder with.
Proxies should be sent as a PDF file to bolagsstamma@vikingline.com or by post to Viking Line Abp, PB 166, AX-22101 Mariehamn, and be received by the company no later than Tuesday, April 22, 2025, at 12:00. Please mark the envelope "Annual General Meeting". 4. Other instructions and information Shareholders present at the Annual General Meeting have the right to ask questions regarding matters addressed at the Annual General Meeting in accordance with Chapter 5, Section 25 of the Companies Act. As of the date of this notice, March 31, 2025, the total number of shares in Viking Line Abp is 17,280,000 shares, and the total number of votes in Viking Line Abp is 17,280,000 votes. Other information regarding this year's Annual General Meeting · A lunch buffet will be served after the Annual General Meeting
Mariehamn, March 31, 2025
Viking Line Abp
THE BOARD OF DIRECTORS
Jan Hanses
President and CEO