According to DNA’s Articles of Association, the responsibilities of the General Meeting include:
- The adoption of the financial statements, which in the parent company also involves the adoption of the consolidated financial statements;
- Deciding on the use of the profit shown on the balance sheet;
- Discharging the members of the Board of Directors and the President and CEO from liability;
- Deciding the number of members in the Board of Directors;
- Electing the members of the Board of Directors and deciding on their compensation;
- Electing the auditor and deciding on the auditor’s compensation.
The General Meeting may also makes decisions on other matters falling within its competence according to the Finnish Limited Liability Companies Act, such as amendments to the Articles of Association, issue of new shares and option rights as well as repurchase of the company’s own shares.
In addition to the AGM, Extraordinary General Meetings are convened by the Board of Directors as necessary. The Board of Directors is also obliged to convene a General Meeting when requested by an auditor or by shareholders representing at least 10 per cent of all DNA shares in writing in order that a specific matter could be discussed.
According to the Limited Liability Companies Act, a shareholder has the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting, if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be included in the notice. The shareholder shall send the request, along with the related grounds or proposal, by email to firstname.lastname@example.org. By the end of the financial period preceding the AGM, DNA announces a date on its Internet pages by which the shareholder shall submit any requests on a matter to be discussed at the AGM to the Board of Directors.
DNA shares have been entered in the book-entry system maintained by Euroclear Finland Ltd.
Notice of the General Meeting
The notice of the General Meeting is delivered to shareholders by publishing it on the company’s website no earlier than two (2) months and no later than nine (9) days before the record date of the General Meeting. In order to be able to attend the General Meeting, a shareholder must notify the company by the date stated in the notice, which may be no earlier than ten days prior to the General Meeting.
Registration for the General Meeting takes place no later than on the due date specified in the notice of the General Meeting. Each shareholder may attend the General Meeting in person or through an authorized representative. A shareholder or representative may have an assistant present at the General Meeting.
The company has one series of shares. A share entitles to one vote at General Meetings. As stipulated in the Finnish Limited Liability Companies Act, a proposal supported by more than half of the votes shall constitute a decision of the General Meeting. However, the Finnish Limited Liability Companies Act stipulates that several matters, including the amendment of the Articles of Association and a decision on a directed share issue, require a decision by a majority − as specified in the act − of the votes cast and the shares represented at the meeting.
The company Articles of Association include a redemption clause and consent clause. The right to vote at General Meetings and the redemption of company shares are restricted by shareholder agreements.