Annual General Meeting 2022

A shareholder, who is registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy on 18 March 2022 shall be entitled to participate in the general meeting. The right to participate in the general meeting for a holder of nominee registered shares requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 10:00 a.m. EET on 25 March 2022.

A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the general meeting by voting in advance, must register to the general meeting and vote in advance during the period of 12:00 p.m. EET on 15 March 2022 up until 10:00 a.m. EET on 24 March 2022, by which time the registration and votes must be received. 

 A shareholder, who has a Finnish book-entry account, may register and vote in advance on certain items on the agenda of the general meeting from 12:00 p.m. EET on 15 March 2022 until 10:00 a.m. EET on 24 March 2022 as follows:

a) through the Company’s website 

Private shareholders log in by using strong electronic identification, which requires Finnish online banking credentials or a mobile certificate. Legal persons are not required to use strong electronic identification. A legal person must, however, in such case present its book-entry account number and other requested information in order to log in. Should a shareholder that is a legal person utilize a Suomi.fi e-Authorization, registration requires strong electronic authentication from the authorized representative, which can be conducted with online banking codes or a mobile certificate.

b)    by mail or email

A shareholder may send an advance voting form, which will be made available on Avidly’s general meeting website at https://investors.avidlyagency.com/, to Euroclear Finland Oy by email to yhtiokokous@euroclear.eu or by mail to Euroclear Finland Oy, Yhtiökokous/Avidly Plc, P.O. Box 1110, 00101 Helsinki, Finland. The voting form will be available from the Company’s website by 15 March 2022 by 12:00 p.m. the latest.

If a shareholder participates in the meeting by sending the votes in advance by mail or email to Euroclear Finland Oy before the end of the registration and advance voting period, this delivery of votes constitutes registration for the general meeting, provided that the above-mentioned information required for registration and advance voting is included.

A shareholder’s agent or proxy representative must present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting when delivering the voting form.

Nominee registered shareholders are kindly asked to follow instructions under section "Holders of nominee registered shares".

A shareholder may participate in the general meeting and exercise her/his/its shareholder’s rights at the meeting by way of proxy representation. The proxy representative of a shareholder may only participate by voting in advance in the manner instructed in this notice.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.

The proxy template will be available on the Company’s website as of 15 March 2022. Possible proxy documents should be delivered in originals by mail to Euroclear Finland Oy, Yhtiökokous/Avidly Plc, P.O. Box 1110, 00101 Helsinki, Finland or by email at yhtiokokous@euroclear.eu before the last date for registration mentioned above.

Delivering a proxy document and advance votes to Euroclear Finland Oy before the end of the end of the registration period shall be considered as a registration to the general meeting, if the information required for registration set out in section C.2. is evident from the documents.

A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which the shareholder would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy on 18 March 2022. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 10:00 a.m. EET on 25 March 2022. Registration to the temporary register of shareholders is seen as notification of attendance in the general meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the Company, the issuing of proxy documents and registration for the general meeting from shareholder’s custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the general meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above. In addition, the account management organisation of the custodian bank shall arrange advance voting on behalf of the holder of nominee registered shares within the registration period for nominee-registered shares.

Making counterproposals

Shareholders who hold at least one-hundredth (1/100) of all the shares in the Company have a right to make counterproposals to the agenda items, to be taken to vote. Such counterproposals must be delivered to Avidly by email to agm@avidlyagency.com no later than 14 March 2022 at 12:00 p.m. EET. 

Any counterproposal will be addressed by the general meeting subject to the shareholder having the right to participate in the general meeting and holding at least one-hundredth of all shares in the Company on the record date of the general meeting. Should any counterproposal not be addressed at the meeting, advance votes in favor of the counterproposal will not be taken into account. Avidly will publish possible counterproposals to be taken to vote on its website https://investors.avidlyagency.com/ on 15 March 2022 at the latest.

Submitting questions

A shareholder may submit questions under Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to matters to be considered at the general meeting. Such questions must be sent by email to agm@avidlyagency.com no later than by 17 March 2022 at 4:00 p.m. EET. Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that will not be taken to vote will be available on the Company’s website on 22 March 2022.

In connection with submitting questions and/or counterproposals, shareholders are required to provide adequate evidence of their shareholding.

Shareholders that are legal persons can also use the electronic Suomi.fi authorization service in Euroclear Finland Oy’s general meeting service instead of the traditional proxy authorization. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland Oy's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information may be found on suomi.fi/e-authorizations.