Invitation to the Annual General Meeting

The shareholders of 3 Step IT Group Oy are hereby invited to the Annual General Meeting to be held on 17 May 2021 at 11.00 AM in the headquarters of the company at Mechelininkatu 1A, 00180 Helsinki in compliance with regulations and instructions given by the authorities relating to control the coronavirus epidemic. 

The shareholders are requested, for their own part, to follow the current regulations and instructions given by the authorities. The precautionary measures are taken in order to hold the meeting and to pay the proposed dividends in the original schedule. Due to the Coronavirus situation the Annual General Meeting can be held only if the number of the attendees present at the meeting is so low that the authority regulations can be complied with. There will be no catering at the meeting.

 

The agenda for the meeting is as follows:

1. Matters to be discussed and decided at the Annual General Meeting according to article 9 of the Articles of Association and chapter 5 of the Companies Act

 

2. Resolution on the use of profit shown on the balance sheet and the payment of dividends
According to the financial statements per 31 December 2020 the distributable assets of the company are EUR 54 905 696. The Board of Directors proposes to the Annual General Meeting that the company shall distribute from retained earnings dividends EUR 1.00 for each share and that the remaining distributable assets shall remain in the equity of the company. Dividend shall be paid to a shareholder, which is per 19 May 2021 i.e. matching day of the payment of dividend, registered to company’s shareholders’ register held by Euroclear Finland Oy. The board proposes that dividend shall be paid on 26 May 2021.

 

3. Authorisation of the Board of Directors to decide on payment of additional dividend
The Board of Directors proposes that the Annual General Meeting shall authorise the Board of Directors to decide on additional dividend that does not exceed EUR 1.00 per share. The authorisation is proposed to expire at the next Annual General Meeting or at latest 30 June 2022.

 

4. Deciding on the compensation of the members of the Board of Directors

 

5. Authorisation of the Board of Directors to decide on issue of class B sharesThe Board of Directors proposes that the Annual General Meeting shall authorise the Board of Directors to decide on the issue of a maximum number of 1,500,000 class B shares in the company. The Board of Directors may decide to issue new shares or to use existing shares in the company’s possession. The proposed maximum amount of the authorisation represents approximately 16 per cent of all shares in the company by the date of the invitation to the Annual General Meeting. It is proposed that the authorisation may be used for incentive purposes or other purposes decided by the Board of Directors. According to the proposal the Board of Directors is entitled to decide on all terms of the share issue, including who has the right to subscribe to the issued shares and the amount paid for the issued shares. The authorisation includes also the right to decide on a directed share issue and thus to deviate from the shareholders’ pre-emptive subscription right in accordance with the pre-requisites set out in the law. This authorisation shall replace all earlier unused authorisations to decide on the issue of shares.

 

6. Authorisation of the Board of Directors to decide on the acquisition of own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to acquire a maximum number of 3,000,000 own shares in the company. The proposed authorisation shall include the acquisition of both class A and class B shares. The proposed maximum amount of the authorisation represents approximately 33 per cent of all shares in the company by the date of the invitation to the Annual General Meeting. According to the proposal the Board of Directors is entitled to decide on all terms of the acquisition of own shares, including from which shareholder(s) the company acquires shares and the amount paid for the acquired shares. The amount paid for the acquired shares shall however be no less than EUR 0.10 and not exceed EUR 18 per share. The authorisation includes also the right to decide on a directed acquisition of shares and thus to deviate from the pro rata share ownership of the shareholders in the acquisition. This authorisation shall replace all earlier authorisations to decide on the acquisition of own shares and it is proposed to expire at the next Annual General Meeting or at latest 30 June 2022.

 

7. Donations
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide on the donations in a total maximum of €100,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2022 and authorises the Board of Directors to decide on the donation recipients, purposes of use and other terms of the donations.

 

DOCUMENTS
The Board of Directors’ proposals and other documents required by the Limited Liability Companies Act are available at the headquarters of the company for one week before the general meeting. Copies of the documents shall be sent to shareholders on request.

 

RIGHT TO PARTICIPATE TO ANNUAL GENERAL MEETING AND ENROLMENT
Shareholder who is registered to company’s shareholders’ register held by Euroclear Finland Oy per 4 May 2021, which is the matching day of the Annual General Meeting, has the right to participate in the Annual General Meeting.

Shareholder who wishes to participate to the Annual General Meeting, must enrol to the meeting by sending an email to legal@3stepit.com at the latest on 10 May 2021 by 16 PM. Company requests that a copy of the possible power of attorney will be delivered to the company before the dead-line for enrolment.

 

The Company recommends that the shareholders strongly consider whether it is necessary for the shareholder to be present at the Annual General Meeting, so that the Annual General Meeting can be held in compliance with the regulations and instructions given by the authorities and the dividend to be paid in the original schedule.

 

The shareholders attention is drawn to the fact that instead of actual participation and being present at the meeting, the shareholders who have enrolled to the meeting before the dead-line will be offered an opportunity to follow the meeting remotely. The shareholder following the meeting remotely shall not be deemed to participate the meeting and the shareholder cannot vote or use its speech right. If you wish to follow the meeting remotely instead of being present at the meeting, you are requested to inform the matter in connection with the enrolment in order to get further instructions.

 

INSTRUCTIONS TO GIVE A POWER OF ATTORNEY

In order to ensure its voting right the shareholder who has enrolled to the meeting before the dead-line can authorise the chief financial officer of 3 Step IT Group Oy or the person named by him to represent the shareholder and use voting rights on its behalf in the general meeting. Company requests that the possible power of attorney will be delivered to the company in connection with the enrolment, but by 14 May 2021 at the latest.

In Helsinki, 25 March 2021

3 Step IT Group Oy
Board of Directors

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