Notice of the Annual General Meeting of SATO Corporation
9 February 2024
SATO Corporation Stock exchange release 9 February 2024 at 9:30 am
Unofficial translation of the Finnish original document
Notice is hereby given to the shareholders of SATO Corporation of the Annual General Meeting to be held in the SATO office building auditorium (address: Panuntie 4, FI-00610 Helsinki, Finland) on Thursday, 21 March 2024 at 13:00. The reception of registered participants and the distribution of voting tickets will commence at 12:30.
Matters on the agenda of the General Meeting
The following matters will be considered at the General Meeting:
Opening of the meeting
Calling the meeting to order
Election of examiner of the minutes and a person to supervise the counting of votes
Recording the legality of the meeting
Recording of the participants and adoption of the list of votes
Presentation of the financial statements, report of the Board of Directors and auditor’s report for the year 2023
Presentation of the CEO’s review.
Adoption of the financial statements
Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Board of Directors proposes that the company will not distribute any dividend for the financial year 2023.
Resolution on discharge of members of the Board of Directors and CEO from liability
Resolution on the remuneration to the members of the Board of Directors
The Shareholders’ Nomination Committee proposes that the Chair of the Board will be paid a remuneration of EUR 38,000 (EUR 38,000 in 2023), the Deputy Chair of the Board EUR 23,000 (EUR 23,000 in 2023) and Board Members EUR 19,000 (EUR 19,000 in 2023) for the term expiring at the closing of the Annual General Meeting following the election. In addition, the Board and Committee Chairs and Members will be paid EUR 500 (EUR 500 in 2023) for each meeting.
11. Resolution on the number of members of the Board of Directors The Shareholders’ Nomination Committee proposes that the number of the members of the Board be confirmed as six.
12. Election of the members of the Board of Directors The Shareholders’ Nomination Committee proposes that members of the Board of Directors Esa Lager, Tarja Pääkkönen, Sharam Rahi, Erik Selin and Timo Stenius be re-elected as members of the Board of Directors and Ming Eng elected as a new member of the Board for the term of office expiring at the closing of the Annual General Meeting following the election.
Further information about the candidates proposed to be elected as members of the Board of Directors and their independence is available on the company website at: https://www.sato.fi/en/sato-company/governance/general-meeting-of-shareholders
13. Election of the Chairman of the Board of Directors The Shareholders’ Nomination Committee proposes that Erik Selin be elected as the Chairman of the Board of Directors.
14. Resolution on the remuneration of the auditor The Board of Directors proposes that the auditor’s fee be paid as reasonably invoiced and approved.
15. Election of auditor The Board of Directors proposes that the audit firm Deloitte Oy be re-elected as the auditor of SATO Corporation. The audit firm has informed that if Deloitte Oy be elected as auditor, APA Aleksi Martamo will serve as the auditor with principal responsibility.
16. Authorizing the Board of Directors to decide on the issuance of shares The Board of Directors proposes that the General Meeting authorize the Board of Directors to decide on the issuance of shares in one or several tranches as follows:
The total maximum number of shares to be issued under the authorization is 8,517,460. The maximum number of shares corresponds to approximately 15 per cent of all registered shares of the company on the date of the notice of the meeting on 9 February 2024 and approximately 10 per cent after the completion of the share issue pending on the date of the notice of the meeting provided that the issue is fully subscribed.
The authorization is valid until the end of the next Annual General Meeting, but in any case, no later than 30 June 2025, and revokes the authorization granted by the Extraordinary General Meeting on 11 December 2023.
17. Closing of the meeting
Documents of the General Meeting
This notice of the meeting, which includes the meeting agenda with the draft resolutions, is available on SATO Corporation’s website www.sato.fi. SATO Corporation’s financial statements, report of the Board of Directors and the auditor’s report will be available on said website no later than on 14 March 2024. The draft resolutions and other above-mentioned documents will also be available at the General Meeting. The minutes of the General Meeting will be available on the above-mentioned website on 4 April 2024 at the latest.
Instructions for participants of the General Meeting
Right to attend and registration
Each shareholder who is on 11 March 2024 (the record date of the General Meeting) registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd has the right to attend the General Meeting. A shareholder whose shares have been entered into his/her/its personal Finnish book-entry account is registered in the shareholders’ register of the company.
The registration for the meeting will open on 12 February 2024. A shareholder who is entered into the shareholders’ register and who wishes to attend the General Meeting shall register for the meeting no later than on Monday, 18 March 2024 at 16:00, by which time the registration shall be received by the company. The registration may be made as follows:
by regular mail to the address SATO Corporation, Ljubov Baptiste, PO Box 401, FI-00601 Helsinki, Finland
by telephone (+358 201 34 4056 / Ljubov Baptiste) Mon–Fri 9:00–16:00, or
by email to firstname.lastname@example.org.
The requested information, such as the shareholder’s name, date of birth/business ID, telephone number and e-mail address as well as the name of the possible assistant or the authorised or proxy representative shall be provided to the company in connection with the registration.
The personal data disclosed by the shareholders to SATO Corporation shall be used only in connection with the General Meeting and the processing of related necessary registrations.
If required, the shareholder, his/her/its authorised representative or proxy representative shall be able to prove his/her/its identity and/or the right of representation at the meeting.
Holders of nominee registered shares
A holder of nominee registered shares is entitled to attend the General Meeting by virtue of shares on the basis of which he/she/it on 11 March 2024 (the record date of the Meeting) would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd. The attendance also requires that the shareholder is temporarily entered into the shareholders’ register maintained by Euroclear Finland Oy on the basis of such shares by Monday, 18 March 2024 at 10:00 at the latest. For nominee registered shares, this will constitute due registration for the General Meeting.
With regard to the nominee registered shares, the holder of such shares is advised to request from his/her/its custodian bank in good time the instructions regarding temporary entry into the shareholders’ register, the issuing of proxy documents and voting instructions and registration for the General Meeting. The account manager of the custodian bank shall request the temporary entry of the holder of the nominee registered shares wishing to attend the General Meeting into the company’s shareholders’ register at latest by the time stated above.
In order to take into consideration possible voting instructions of a holder of nominee registered shares at the General Meeting, it requires that the shareholder has registered to the General Meeting and that the shareholder is present or represented at the General Meeting.
Representatives and powers of attorney
A shareholder may attend the General Meeting and exercise his/her/its rights by way of a representative. The shareholder’s representative shall present a dated power of attorney or otherwise in a reliable manner prove his/her/its right to represent the shareholder in the General Meeting. If a shareholder participates in the General Meeting by means of several representatives representing the shareholder with shares entered into different book-entry accounts, the shares on the basis of which each representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Any proxy documents should be delivered by mail to the address SATO Corporation, Ljubov Baptiste, PO Box 401, FI-00601 Helsinki, Finland or by e-mail to the address email@example.com by the expiry of the registration period. In addition to submitting proxy documents, the shareholder or his/her/its representative shall register in the meeting as described above in this notice.
Other instructions and information
The language of the General Meeting is Finnish. Simultaneous interpreting into English is available at the meeting.
Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act, a shareholder attending the General Meeting is entitled to request information concerning the issues on the meeting agenda. The shareholder may also present questions referred to in chapter 5, section 25 of the Limited Liability Companies Act by e-mail to the address firstname.lastname@example.org no later than on 18 March 2024 at 16:00. At the General Meeting, the management of the company will answer such questions submitted in advance in writing.
Changes in shareholding after the record date of the General Meeting will not affect the right to attend the meeting or the number of votes held by the shareholder.
On the date of publishing this notice of the Annual General Meeting, SATO Corporation has a total of 56,783,067 shares and votes.
Helsinki, 9 February 2024
SATO Corporation Board of Directors