NOTICE TO TRAINERS’ HOUSE PLC’S ANNUAL GENERAL MEETING
TRAINERS’ HOUSE PLC STOCK EXCHANGE RELEASE 6
MARCH 2024 AT 12:30
The shareholders of Trainers' House Plc are
invited to the annual general meeting, which will be held on 27
March 2024 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
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 2023
- 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, that the company does not distribute a dividend
from 2023.
9. Resolution on the discharge of the members of
the Board of Directors and the managing director from liability
10. Adoption of the remuneration report of the
governing bodies
The remuneration report is available on the
company's website www.trainershouse.fi.
11. Adoption of the remuneration policy of the
governing bodies
The Board of Directors proposes that the annual
general meeting approves the remuneration policy of the governing
bodies. The remuneration policy was previously presented to the
2020 annual general meeting.
The remuneration policy is available on the
company's website www.trainershouse.fi.
12. 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 3,500 euros per month and the member 1,500 euros per
month.
13. 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).
14. 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, Elma Palsila and Emilia Tauriainen will be re-elected
as board members.
15. Resolution on the remuneration of the
auditor
The board proposes that the auditor be
remunerated fee according to the auditor's reasonable invoice.
16. Election of auditor
The Board of Directors proposes that the
authorised public accountants Grant Thornton Oy will be elected as
the auditor of the company. Grant Thornton Oy has announced that
KHT Satu Peltonen will act as the principal auditor.
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 statements, 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 15 March 2024, 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 2024. A shareholder entered in the company's
shareholders' register who wishes to attend the annual general
meeting must register no later than 21 March 2024 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.heikari@trainershouse.fi.
When registering, the shareholder must provide
the shareholder's name, date of birth, address, telephone number
and the name and date of birth 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 15 March 2024. Participation also
requires that the shareholder is temporarily registered in the
shareholders' register held by Euroclear Finland Oy by 22 March
2024 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 6 March 2024
TRAINERS’ HOUSE PLC
Board of Directors
- Notice to annual general meeting 2024
Trainers' House Oyj (LSE:0J7A)
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