Plc Uutechnic Group Oyj: Notice to convene Plc Uutechnic Group Oyj’s Extraordinary General Meeting of shareholders
Plc Uutechnic Group Oyj Stock exchange release 19 January 2021 at 4:50 pm EET
Notice to convene Plc Uutechnic Group Oyj’s Extraordinary General Meeting of shareholders
Shareholders of Plc Uutechnic Group Oyj (the “Company“) are invited to attend the Extraordinary General Meeting of the Company on Wednesday, 10 February 2021, commencing at 10:00 am Eastern European Time at the address Krogerus Attorneys Ltd, Unioninkatu 22, Helsinki, 6th floor.
The reception of participants and the distribution of voting tickets will commence at 9:30 am.
Specific guidance related to the COVID-19 pandemic
Plc Uutechnic Group Oyj takes the COVID-19 pandemic very seriously. Plc Uutechnic Group Oyj urges its shareholders to seriously consider not attending the Extraordinary General Meeting in person, as the Extraordinary General Meeting can only be held if the number of participants at the meeting venue complies with restrictions for gatherings set by Finnish authorities. The Company shall employ various precautionary measures to be able to hold the Extraordinary General Meeting and to ensure the safety of the people who must be present at the meeting venue.
As a result of the COVID-19 pandemic, the local authorities have forbidden all public gatherings and meetings held indoors or outdoors in the area of the Hospital District of Helsinki and Uusimaa. Gatherings of up to 10 persons may be organized, however, provided that safety can be ensured in accordance with the instructions issued by the Ministry of Education and Culture and Finnish Institute for Health and Welfare on 21 September 2020.
For the reasons described above, the Company’s Board of Directors recommends that shareholders attend the meeting through an authorised representative, so that the Company can ensure that the Extraordinary General Meeting can be held. If more than 10 persons will arrive at the meeting venue, the meeting cannot be held.
Instead of attending the meeting in person, shareholders can authorize Samuli Torpisto, Master of Laws, from Krogerus Attorneys Ltd or his designate to represent them at the Extraordinary General Meeting (free of charge). Instructions on how to authorise a proxy representative are given in more detail under section C.3 of this notice.
A Matters on the agenda of the General Meeting of Shareholders
At the General Meeting of Shareholders, the following matters will be considered:
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 Resolution on the number of members of the Board of Directors and changes to the composition of the Board of Directors
SPX Flow Technology Germany GmbH (“SPX FLOW“), a shareholder in the Company who has made a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares of the Company that are not owned by the Company or any of its subsidiaries, proposes to fix the number of members of the Board of Directors at three (3), and that Peter Ryan, Arno Gloeckner and Dominic Hill are elected as members of the Board of Directors. SPX FLOW further proposes that Peter Ryan is elected as Chairman and Arno Gloeckner as Deputy Chairman of the Board of Directors.
7 Resolution on the remuneration of the members of the Board of Directors
SPX FLOW proposes that no remuneration is paid to the members of the Board of Directors to be elected for the term of office ending at the closing of the next Annual General Meeting.
SPX FLOW further proposes that all members of the Board of Directors be compensated for travel and other expenses directly related to their Board work.
8 Closing of the meeting
B Documents of the General Meeting of Shareholders
The proposals of SPX FLOW relating to the agenda of the General Meeting of Shareholders as well as this notice are available on Plc Uutechnic Group Oyj’s website at https://utgmix.com/investors/shareholders-meetings/extraordinary-general-meeting-10-02-2021/
The proposals for the decisions on the matters on the agenda of the General Meeting of Shareholders are also available at the Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the abovementioned website as from 24 February 2021 at the latest.
C Instructions for the participants in the General Meeting of Shareholders
1. Right to participate and registration
Each shareholder, who is registered on 29 January 2021 in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the General Meeting of Shareholders. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders’ register of the Company.
A shareholder, who wants to participate in the General Meeting of Shareholders, must register for the meeting no later than on 5 February 2021 at 4:00 am by giving a prior notice of participation. Such notice can be given:
- by email to ; or
- by regular mail to Plc Uutechnic Group Oyj, Muottitie 2, FI-23500 Uusikaupunki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative. The personal data given to Plc Uutechnic Group Oyj is used only in connection with the General Meeting of Shareholders and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on 29 January 2021, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 5 February 2021 by 10:00 am. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting of Shareholders from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting of Shareholders and exercise his/her rights at the Meeting by way of proxy representation. The use of a proxy representative requires that the shareholder registers for the General Meeting of Shareholders in the manner described above even though the shareholder will not be attending the meeting at the meeting venue in person.
Authorising Samuli Torpisto, Master of Laws
Instead of coming to the meeting venue in person, shareholders can authorise Samuli Torpisto, Master of Laws, from Krogerus Attorneys Ltd or his designate to act as a proxy representative at the General Meeting of Shareholders, with no cost to the shareholder. The template for a power of attorney and instructions on how to authorize a proxy representative and how to provide voting instructions are available on Uutechnic Group’s website at the address https://utgmix.com/investors/shareholders-meetings/extraordinary-general-meeting-10-2-2021/. Shareholders’ powers of attorney should be delivered by email attachment (e.g. as pdf) to the address or regular mail to the address Plc Uutechnic Group Oyj, Muottitie 2, FI-23500 Uusikaupunki, Finland before the last date for registration.
Authorising other proxy representative
A proxy representative is required to present a dated letter of proxy, or otherwise show in a reliable manner that he or she is entitled to represent a shareholder. If a shareholder is represented by more than one proxy representing shares held in different book-entry accounts, each proxy must state which shares he or she represents when registering to attend the General Meeting of Shareholders.
Shareholders’ powers of attorney should be delivered by email attachment (e.g. as pdf) to the address or regular mail to the address Plc Uutechnic Group Oyj, Muottitie 2, FI-23500 Uusikaupunki, Finland before the last date for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the 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 Meeting.
On the date of this notice to the General Meeting of Shareholders, dated 19 January 2021, the total number of shares and votes in Plc Uutechnic Group Oyj is 56,501,730.
In Uusikaupunki 19 January 2021
PLC UUTECHNIC GROUP OYJ
The Board of Directors
Hannu Kottonen, Chairman of the Board of Directors, Plc Uutechnic Group Oyj, +358 50 053 2235
UTG Mixing Group is a global technology group that provides competitive mixing solutions with a customer-oriented approach, minimizing life cycle costs. Its main customer sectors are the chemical, food, metallurgical and fertilizer industries, as well as environmental technology, water treatment and pharmaceuticals. The parent company of UTG Mixing Group is Plc Uutechnic Group Oyj, whose shares are listed on Nasdaq Helsinki. The business is carried out in the subsidiaries of the group, Uutechnic Oy and Stelzer Rührtechnik International GmbH.