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General meetings

According to the Limited Liability Companies Act, shareholders exercise their decision-making power at general meetings. According to the Limited Liability Companies Act, the Annual General Meeting must be held no later than six months after the end of the company’s financial year. The annual financial statements, which comprise the income statement, balance sheet, cash flow statement and notes, as well as the consolidated financial statements, must be presented to the shareholders for adoption at the Annual General Meeting. In addition to other matters, the shareholders decide at the Annual General Meeting on the use of the profit shown on the balance sheet and on discharging the Board of Directors and the CEO from liability. According to the company’s Articles of Association, the Annual General Meeting also decides on the number of members of the Board of Directors, the election of Board members and the auditor and their remuneration.

An Extraordinary General Meeting must be convened for the purpose of dealing with certain matters when the Board of Directors deems it necessary or when so requested in writing by the company’s auditor or shareholders, who together represent at least one-tenth of all shares issued by the company. 

Notice of a general meeting

According to the company’s Articles of Association, the notice of a general meeting must be delivered to the shareholders by publishing the notice on the company’s website no earlier than three (3) months and no later than three (3) weeks before the general meeting, but always no later than nine (9) days before the record date of the general meeting. In accordance with the First North Rules, Titanium must publish the notice of a general meeting as a company bulletin and on the company’s website.

Participation in a general meeting of shareholders and voting rights

In order to participate in and exercise their voting rights at a general meeting, shareholders must, in accordance with the company’s Articles of Association, register with the company no later than the date specified in the notice of the general meeting, which may be ten (10) days before the general meeting at the earliest. In accordance with the Limited Liability Companies Act and Titanium’s Articles of Association, each share entitles its holder to one vote at a general meeting.
Titanium’s Articles of Association do not require quorum at the general meeting.

In order to be entitled to participate in and exercise their voting rights at a general meeting, a shareholder must be registered as a shareholder in the shareholders’ register maintained by Euroclear Finland in accordance with Finnish law at least eight (Finnish) business days before the general meeting. If the holder of nominee-registered shares wishes to participate in a general meeting and exercise their voting rights, they must be temporarily registered in the company’s shareholders’ register maintained by Euroclear Finland no later than the date indicated in the notice of the general meeting, which must be after the record date of the general meeting. A notification concerning a nominee-registered shareholder of temporary registration in the company’s shareholders’ register is considered to constitute registration for the general meeting.

A request for temporary registration of the holding in the shareholders’ register maintained by Euroclear Finland is considered to constitute registration for the general meeting.