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Annual General Meeting 2020

Decisions by Eezy Plc Annual General Meeting on 21 April 2020

Eezy Plc’s Annual General Meeting (AGM) was held today on 21 April 2020 starting at 10:00 under special arrangements in the Kämp Symposion meeting space at the address Kluuvikatu 2, Helsinki.

The AGM approved all proposals that were included in the notice to the AGM.

The financial statements and the consolidated financial statements for the financial year 2019 were adopted. The members of the board of directors and the CEO were discharged from liability for financial year 2019. The AGM supported the presented remuneration policy for governing bodies.

 

Dividend

The AGM decided that no dividends be distributed based on the balance sheet to be adopted for 2019 by a resolution of the general meeting, but that the board of directors be authorised to decide on the distribution of dividends at their discretion as follows:

Based on the authorisation, the board of director can decide to distribute dividends from the company’s unrestricted equity in one or more tranches so that the amount of dividends to be distributed does not exceed a total of EUR 0.20/share. Based on the authorisation, the board of directors is entitled to decide on the amount of dividends within the limits of the above maximum amount, on the dividend record date, on the dividend payment date as well as for the other measures required by the matter. The company will publish each dividend distribution decision separately and in the same connection confirm the final record and payment dates.

The dividend to be paid based on a resolution of the board of directors will be paid to a shareholder registered in the company’s shareholder register held by Euroclear Finland Oy on the dividend record date.

The authorisation is valid until the opening of the next annual general meeting.

 

Board of Directors: remuneration and members

Eight members were elected to the board of directors for a term ending at the end of the next annual general meeting.

Tapio Pajuharju, Kati Hagros, Liisa Harjula, Timo Laine, Timo Mänty, Paul-Petteri Savolainen, Jarno Suominen and Mika Uotila were re-elected.

The members of the board of directors will be paid monthly remuneration as follows:

  • EUR 4,000 per month for the chairperson of the board and
  • EUR 2,000 per month for all other members of the board each.

In addition, for members of the board of directors’ committees will be paid a meeting fee of EUR 300 for each committee meeting. The reasonable traveling expenses of the members of the board of directors will be compensated in accordance with the company’s travelling policy and practices.

 

Auditor

The AGM re-elected the company’s current auditor, audit firm KPMG Oy Ab, which had stated that Esa Kailiala, APA, will act as the responsible auditor. The term of the auditor shall end at the end of the next annual general meeting following the election.

The auditor’s fees will be paid against its reasonable invoice as approved by the company.

 

Authorisations for the Board of Directors

The AGM authorised the board of directors to decide on the repurchase of the company’s own shares using the company’s unrestricted equity under the following terms and conditions:

  1. The total maximum number of shares to be repurchased under the authorisation shall be 2,400,000 shares, which corresponds to approximately 9.7% of all the shares in the company.
  2. The shares are repurchased in trading organized by Nasdaq Helsinki Oy at a price formed in public trading on the date of repurchase. The shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders.
  3. The shares are repurchased using the company’s distributable unrestricted equity.
  4. This authorisation replaces prior authorisations granted to the board of directors to repurchase company’s own shares.
  5. The authorisation is valid until the end of the annual general meeting of 2021, however, for a maximum of 18 months from the general meeting’s resolution on authorisation.

The AGM authorised the board of directors to decide, in one or more tranches, on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares as referred to in chapter 10(1) of the Finnish Limited Liability Companies Act as follows:

  1. The total maximum number of shares to be issued under the authorisation shall be 4,800,000 shares, which corresponds to approximately 19.3% of all the shares in the company.
  2. The board of directors decides on all the terms and conditions regarding the issuance of shares and issuance of option rights and other special rights entitling to shares. The authorisation concerns both the issuance of new shares and the transfer of company’s own shares.
  3. The share issues, issuances of option rights and other special rights entitling to shares can take place in deviation from the shareholders’ pre-emptive subscription right (directed issue) if the company has a weighty financial reason to do so, such as the financing or the implementation of a merger or acquisition, the development of the company’s capital structure or the implementation of the company’s incentive schemes.
  4. The total maximum number of shares to be issued for the purpose of implementing the company’s incentive schemes shall be 200,000 shares, which corresponds to approximately 0.8% of all the shares in the company. For the avoidance of doubt, the above number of shares to be issued for the implementation of incentive schemes is included in the overall number of the issuance authorisation referred to in sub-section 1
  5. Based on the authorisation, the board of directors is also authorised to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10% of all the shares in the company. This amount includes shares that may be held by the company and its subsidiaries in the manner provided for in chapter 15(11)(1) of the Finnish Limited Liability Companies Act.
  6. The authorisation replaces prior share issue authorisations granted to the board of directors.
  7. The authorisation is valid until the end of the annual general meeting of 2021, however, for a maximum of 18 months from the general meeting’s resolution on share issue authorisation.

Organisation of the Board of Directors of Eezy Plc

The organisational meeting of Eezy Plc Board of Directors was held today, 21 April 2020. The Board of Directors elected Tapio Pajuharju as its Chairman.

Liisa Harjula was elected as Chairman of the Audit Committee and Jarno Suominen and Kati Hagros as members of the Audit Committee.

 

Further information:

Hannu Nyman

CFO

hannu.nyman@eezy.fi
tel. +358 (0)50 306 9913

 

Certified Advisor:
Danske Bank A/S, Finland Branch, tel. +358 (0)10 546 7934

Attachments:

Annual General Meeting 2020

Notice to Eezy Plc Annual General Meeting on 21 April 2020

 

NOTICE TO THE GENERAL MEETING

The shareholders of Eezy Plc are invited to the annual general meeting, which is to be held on 21 April 2020 starting at 10:00 in the Kämp Symposion meeting space at the address Kluuvikatu 2, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:50.

The general meeting will be held in Finnish.

Due to the coronavirus (COVID-19) situation, Eezy Plc will seek to keep the general meeting as short as possible and to limit the number of participants in order to reduce the risk of infection. For example, the company will not arrange catering for the meeting, and the participation of the members of the company’s board of directors and other management will be kept to a minimum.

For the same reason, the company respectfully requests that its shareholders give serious thought to whether it is necessary for them to participate in the general meeting in person. The company’s largest shareholders, Noho Partners Plc, Sentica Buyout V Ky and Meissa-Capital Oy, which on the date of this notice represent in aggregate over 67% of the votes vested in the company’s shares, have notified the company in advance that they support the proposed resolutions on agenda of the general meeting included in this notice. Instead of attending at the meeting place, the largest shareholders will also participate by way of proxy representation.

Special arrangements related to the coronavirus situation and the participation options available to shareholders are described in more detail in section C. 4. of this notice (Other instructions/information).

  1. Agenda of the general meeting

 

At the general meeting, the following matters will be considered:

 

  1. Opening of the meeting

 

  1. Calling the meeting to order

 

  1. Election of persons to scrutinise the minutes and persons to supervise the counting of votes

 

  1. Recording the legality of the meeting

 

  1. Recording the attendance at the meeting and adoption of the list of votes

 

  1. Presentation of the financial statements, the report of the board of directors and the auditor’s report for the year 2019

 

Review by the CEO.

 

  1. Adoption of the financial statements and the consolidated financial statements

 

  1. Resolution on the use of the profit shown by the balance sheet and authorisation of the board of directors to decide on the distribution of dividends

 

The board of directors proposes to the general meeting that no dividends be distributed based on the balance sheet to be adopted for 2019 by a resolution of the general meeting, but that the board of directors be authorised to decide on the distribution of dividends at their discretion as follows:

Based on the authorisation, the board of director could decide to distribute dividends from the company’s unrestricted equity in one or more tranches so that the amount of dividends to be distributed does not exceed a total of EUR 0.20/share. Based on the authorisation, the board of directors would be entitled to decide on the amount of dividends within the limits of the above maximum amount, on the dividend record date, on the dividend payment date as well as for the other measures required by the matter. The company will publish each dividend distribution decision separately and in the same connection confirm the final record and payment dates.

The dividend to be paid based on a resolution of the board of directors will be paid to a shareholder registered in the company’s shareholder register held by Euroclear Finland Oy on the dividend record date.

The authorisation is valid until the opening of the next annual general meeting.

 

  1. Resolution on the discharge of the members of the board of directors and the CEO from liability

 

  1. Consideration of the remuneration policy for governing bodies

 

The remuneration policy for governing bodies is attached to this notice and available on Eezy Plc’s website at https://eezy.fi/en/annual-general-meeting-2020/

 

  1. Resolution on the remuneration of the members of the board of directors

 

Shareholders that on the date of this notice to the meeting represent in aggregate over 67% of the votes vested in the company’s shares propose to the general meeting that the remuneration of the board of directors remain unchanged in accordance with the resolution made by the extraordinary general meeting on 17 December 2019. Pursuant to the proposal, the members of the board of directors would be paid monthly remuneration as follows:

 

  • EUR 4,000 per month for the chairperson of the board and
  • EUR 2,000 per month for all other members of the board each.

 

In addition, for members of the board of directors’ committees would be paid a meeting fee of EUR 300 for each committee meeting.

It is proposed that the reasonable traveling expenses of the members of the board of directors be compensated in accordance with the company’s travelling policy and practices.

 

  1. Resolution on the number of members of the board of directors

 

Shareholders that on the date of the notice to the meeting represent in aggregate over 67% of the votes vested in the company’s shares propose to the general meeting that eight (8) members be elected to the board of directors.

 

  1. Election of the members of the board of directors

 

Shareholders that on the date of the notice to the meeting represent in aggregate over 67% of the votes vested in the company’s shares propose to the general meeting that Tapio Pajuharju, Kati Hagros, Liisa Harjula, Timo Laine, Timo Mänty, Paul-Petteri Savolainen, Jarno Suominen and Mika Uotila be re-elected as members of the board of directors for a term ending at the end of the next annual general meeting.

The personal information and positions of trust of the proposed individuals are available on the company’s website.

 

  1. Resolution on the remuneration of the auditor

 

The board of directors proposes to the general meeting that the auditor’s fees be paid against its reasonable invoice as approved by the company.

 

  1. Election of the auditor

 

Upon the recommendation of the audit committee, the board of directors proposes the re-election of the company’s current auditor, audit firm KPMG Oy Ab, which has stated that Esa Kailiala, APA, will act as the responsible auditor. The term of the auditor shall end at the end of the next annual general meeting following the election.

 

  1. Authorising the board of directors to decide on the repurchase of company’s own shares

 

The board of directors proposes that the general meeting authorise the board of directors to decide on the repurchase of the company’s own shares using the company’s unrestricted equity under the following terms and conditions:

  1. The total maximum number of shares to be repurchased under the authorisation shall be 2,400,000 shares, which corresponds to approximately 9.7% of all the shares in the company.
  2. The shares are repurchased in trading organized on Nasdaq Helsinki Oy’s regulated market at a price formed in public trading on the date of repurchase. The shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders.
  3. The shares are repurchased using the company’s distributable unrestricted equity.
  4. This authorisation replaces prior authorisations granted to the board of directors to repurchase company’s own shares.
  5. The authorisation is valid until the end of the annual general meeting of 2021, however, for a maximum of 18 months from the general meeting’s resolution on authorisation.

 

  1. Authorising the board of directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares

 

The board of directors proposes that the general meeting authorise the board of directors to decide, in one or more tranches, on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares as referred to in chapter 10(1) of the Finnish Limited Liability Companies Act as follows:

 

  1. The total maximum number of shares to be issued under the authorisation shall be 4,800,000 shares, which corresponds to approximately 19.3% of all the shares in the company.
  2. The board of directors decides on all the terms and conditions regarding the issuance of shares and issuance of option rights and other special rights entitling to shares. The authorisation concerns both the issuance of new shares and the transfer of company’s own shares.
  3. The share issues, issuances of option rights and other special rights entitling to shares can take place in deviation from the shareholders’ pre-emptive subscription right (directed issue) if the company has a weighty financial reason to do so, such as the financing or the implementation of a merger or acquisition, the development of the company’s capital structure or the implementation of the company’s incentive schemes.
  4. The total maximum number of shares to be issued for the purpose of implementing the company’s incentive schemes shall be 200,000 shares, which corresponds to approximately 0.8% of all the shares in the company. For the avoidance of doubt, the above number of shares to be issued for the implementation of incentive schemes is included in the overall number of the issuance authorisation referred to in sub-section 1
  5. Based on the authorisation, the board of directors is also authorised to decide on a share issue without payment directed to the company itself, provided that the number of shares held by the company after the issue would be a maximum of 10% of all the shares in the company. This amount includes shares that may be held by the company and its subsidiaries in the manner provided for in chapter 15(11)(1) of the Finnish Limited Liability Companies Act.
  6. The authorisation replaces prior share issue authorisations granted to the board of directors.
  7. The authorisation is valid until the end of the annual general meeting of 2021, however, for a maximum of 18 months from the general meeting’s resolution on share issue authorisation.

 

  1. Closing of the meeting

 

  1. Documents of the general meeting

 

This notice to the general meeting, which includes all the proposals for the decisions on the matters on the agenda of the general meeting is available on Eezy Plc’s website at https://eezy.fi/en/annual-general-meeting-2020/

Eezy Plc’s financial statements, the report of the board of directors and auditor’s report as well as the remuneration policy will be available on the above website no later than on 31 March 2020. The proposals for decisions and the other documents mentioned above will also be available at the general meeting and copies of said documents and of this notice will be delivered to shareholders upon request.

The minutes of the general meeting will be available on the above website no later than on 5 May 2020.

 

  1. Instructions for the participants in the general meeting

 

  1. Shareholders registered in the shareholders’ register

 

Each shareholder who is registered on the record date of the meeting 7 April 2020 in the company’s shareholder register maintained by Euroclear Finland Oy has the right to participate in the general meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the company’s shareholder register.

A shareholder, who is registered in the shareholder register of the company and who wants to participate in the general meeting shall register for the meeting by giving a prior notice of participation no later than on 16 April 2020 at 10:00 (Finnish time) by which time the registration must be received. Such notice can be given:

  1. On the company’s website at: https://eezy.fi/en/annual-general-meeting-2020/
  2. By post to: Eezy Oyj, Aino Nylander, Itämerenkatu 3, 00180 Helsinki, Finland

The shareholder’s name, personal identification number or business ID, address, telephone number as well as the name of his/her possible assistant or proxy representative and the personal identification number of the proxy representative must be provided in connection with the registration. The personal data given to Eezy Plc by shareholders is used only in connection with the general meeting and in connection with the processing of the related registrations.

The shareholder, his/her authorised representative or proxy representative must, if necessary, be able to prove his/her identity and/or right of representation at the general meeting.

 

  1. Holders of nominee registered shares

 

A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares based on which he/she would be entitled to be registered in the shareholder register of the company maintained by Euroclear Finland Oy on the record date of the general meeting 7 April 2020. In addition, the right to participate requires that holders of nominee registered shares be temporarily registered to the shareholder register maintained by Euroclear Finland Oy based on these shares by 16 April 2020 at 10:00 (Finnish time). As regards nominee registered shares, this constitutes due registration for the general meeting. Changes in shareholdings occurring after the record date of the general meeting will not affect the right to attend the general meeting or the number of votes of the shareholder.

Holders of nominee registered shares are advised to contact their custodian bank in good time to request the necessary instructions regarding registration in the temporary shareholder register of the company, the issuing of proxy documents and registration for the general meeting. The account operator of the custodian bank has to register a holder of nominee registered shares who wishes to participate in the annual general meeting into the temporary shareholder register of the company at the latest by the time stated above.

Additional information on these matters is also available on the company’s website at https://eezy.fi/en/annual-general-meeting-2020/

 

  1. Proxy representative and proxy documents

 

A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares in 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.

Any proxy documents should be mentioned in connection with registration and they should be delivered in originals to Eezy Plc, Aino Nylander, Itämerenkatu 3, 00180 Helsinki, Finland, prior to the last date for registration. Alternatively, a copy of the proxy document can be delivered by email to yhtiokokous@eezy.fi, in addition to which the original proxy document must be presented at the meeting place when registering for the meeting.

 

  1. Other instructions / information

 

Pursuant to chapter 5(25) of the Finnish Limited Liability Companies Act, a shareholder who is present at the meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice of the general meeting 27 March 2020, the total number of shares and votes in Eezy Plc is 24,849,375.

Due to the coronavirus situation, the company respectfully requests that its shareholders give serious thought to whether it is necessary for them to participate in the general meeting in person. Instead of participating in person, shareholders can exercise their rights in the general meeting by way of proxy representation as specified above in section 3 (Proxy representative and proxy documents).

A shareholder can also authorise Eezy Plc’s chairperson of the board of directors Tapio Pajuharju or a person designated by him to represent the shareholder in the meeting, if they so wish. A model proxy document together with voting instructions is available on the company’s website at https://eezy.fi/en/annual-general-meeting-2020/. The proxy documents should be mentioned in connection with registration and they should be delivered in originals to Eezy Plc, Aino Nylander, Itämerenkatu 3, 00180 Helsinki, Finland, prior to the last date for registration.

The company will also seek to arrange an opportunity for shareholders to follow the meeting via a real-time video link. Detailed instructions on following the general meeting via video link will be available on the company’s website at the latest on 20 April 2020.

Shareholders are asked to take into account that following the meeting via video link is not considered as official participation in the general meeting and that it does not make it possible for shareholders to exercise their rights to speak and vote in the general meeting. In order to exercise their rights to speak and vote, shareholders not participating in the general meeting in person must authorise a person to represent him/her in the meeting as described above.

Eezy Plc is actively monitoring the development of the coronavirus situation. Any other changes to the meeting arrangements that may be caused by the situation will be announced on the company’s website at https://eezy.fi/en/annual-general-meeting-2020/

 

Helsinki 27 March 2020

EEZY PLC

Board of Directors

 

Further information:

Hannu Nyman

CFO

hannu.nyman@eezy.fi
tel. +358 (0)50 306 9913

 

Certified Advisor:
Danske Bank A/S, Finland Branch, tel. +358 (0)10 546 7934

 

Notice of attendance

Attachments:

Following the meeting via webcast

Those shareholders who on the record date of the Annual General Meeting on 7 April 2020 have been entered in the company’s shareholders’ register, may follow the General Meeting online in real time via webcast. Shareholders can register for the webcast at:

https://ir.innovatics.fi/ir/en/eezy/Agm/Registration/2020_1/Accept

Following the meeting via webcast does not require official registration to the AGM itself, so shareholders can register for the webcast without officially registering to the AGM itself.

Registration for the webcast is open until 16 April 2020 at 10.00.  We recommend to register well in advance. Registration requires a strong authentication using bank credentials or mobile certificate.

Shareholders are asked to take into account that following the meeting via video link is not considered as official participation in the General Meeting and that it does not make it possible for shareholders to exercise their rights to speak and vote in the General Meeting. In order to exercise the rights to speak and vote, shareholders not participating in the General Meeting in person must authorise a person to represent him/her in the meeting.

freedom for work

What Eezy?

The new name of VMP is Eezy. As a result of the merger with Smile and previous acquisitions, the company previously known as VMP has operated under several simultaneous brands until now. The goal of the name renewal is to combine all services under one brand, Eezy, thus supporting integration.

The brand Eezy has previously been in the use of our self-employment services.

Eezy’s services include staffing, recruiting, organizational development, and self-employment services. These diverse services make us a significant actor in the Finnish labor market. Through us, approximately 30,000 people are employed every year, and we serve thousands of companies.

For a while, you will find more information about our companies from the original sites and links below.

Extraordinary General Meeting 08/2019

Notice is given to the shareholders of VMP Plc to the Extraordinary General Meeting to be held on Thursday, 22 August 2019 at 14:00 at Kasarmin Sali, Kasarmikatu 21 B, 00130 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 13:00.

Each shareholder, who is registered on the record date 12 August 2019 in the shareholders’ register of the company maintained by Euroclear Finland Ltd, has the right to participate in the Extraordinary General Meeting. A shareholder, who wants to participate in the Extraordinary General Meeting, shall register for the Meeting no later than by Monday 19 August 2019 by 10:00.

 

Notice to Extraordinary General Meeting

Notice is given to the shareholders of VMP Plc to the Extraordinary General Meeting to be held on 22 August 2019 at 2:00 p.m. (EEST) at Kasarmin Sali, Kasarmikatu 21 B, FI-00130 Helsinki. The reception of persons who have registered for the Meeting and the distribution of voting tickets will commence at 1:00 p.m.

The General Meeting is held in Finnish.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the Extraordinary General Meeting, the following matters will be considered:

 

  1. Opening of the Meeting

 

  1. Calling the Meeting to order

 

  1. Election of persons to scrutinise the minutes and to supervise the counting of votes

 

  1. Recording the legality of the Meeting

 

  1. Recording the attendance at the Meeting and adoption of the list of votes

 

  1. Resolutions required for the completion of the acquisition of Smile Henkilöstöpalvelut Oyj

As announced on July 5, 2019, VMP Plc (“VMP” or the “Company”) intends to acquire Smile Henkilöstöpalvelut Oyj against consideration consisting of shares in the Company (the “Acquisition”). More information on the Acquisition is available in VMP’s stock exchange release issued on July 5, 2019 and on VMP’s website www.vmpgroup.fi/investors.

The Board of Directors makes the following proposals to the General Meeting and recommends that the shareholders of the Company vote in favor of all the proposals in this agenda item in order to enable the implementation of the Acquisition.

 

i) Approval of the completion of the Acquisition

The Board of Directors proposes to the Extraordinary General Meeting that the completion of the acquisition of Smile Henkilöstöpalvelut Oyj be approved.

 

ii) Resolution on the payment of a dividend and equity repayment

VMP Plc’s distributable funds in the financial statement on December 31, 2018, was EUR 63.1 million. The Annual General Meeting held on March 28, 2019, approved the proposal of the Board of Directors according to which a dividend of EUR 0.08 per share would be paid from the distributable funds of the Company for the financial year 2018. The dividend, EUR 1.2 million in total, was paid on April 8, 2019.

The Board of Directors proposes to the Extraordinary General Meeting that a dividend of EUR 0.136 per share be paid based on the balance sheet adopted for 2018, which corresponds to approximately EUR 2,012,690.93 in total based on the total number of shares on the date of this notice to the Extraordinary General Meeting. This dividend would be distributed in addition to the dividend distributed based on the decision made by the Annual General Meeting held March 28, 2019. In addition, the Board of Directors proposes that in accordance with the balance sheet adopted for 2018, EUR 0.10 per share be paid as equity repayment, which corresponds to approximately EUR 1,479,919.80 in total based on the total number of shares on the date of this notice to the Extraordinary General Meeting.

The Board of Directors proposes that the dividend and the return of capital (that shall be paid from the invested unrestricted equity fund) be paid to a shareholder, who on the record date on Monday, August 26, 2019 is registered as a shareholder in the shareholders’ register held by Euroclear Finland Ltd and that the dividend and the return of capital be paid on 4 September 2019.

iii) Authorizing the Board of Directors to decide on a directed share issue

The Board of Directors proposes to the Extraordinary General Meeting that the Board of Directors of the Company be authorized to resolve upon an issue of up to 10,100,000 new shares in one lot in connection with the completion of the Acquisition. The Board of Directors proposes that the share issue be executed in deviation from the shareholders’ pre-emptive subscription right (directed share issue) to the shareholders of Smile Henkilöstöpalvelut Oyj to pay the share consideration in connection with the acquisition of Smile Henkilöstöpalvelut Oyj.

The authorization represents approximately 68.2 percent of all the issued shares in VMP as of the date of this notice, and allows VMP to pay a share consideration representing 40.4 percent of all the issued shares in VMP after the share issuance.

Based on the authorization, the Board of Directors could resolve on all terms and conditions of the share issue, including the subscription price or the contribution in kind, but in a way, that share issuance will not be implemented prior to the record date of the dividend and equity repayment as stated in the section (ii) above, thus the new shares issued shall not entitle to the aforementioned dividend or equity repayment. The Board of Directors further proposes that the authorization be valid until December 31, 2019, and that it will not revoke the authorizations granted to the Board of Directors by previous General Meetings.

Sub-items (i), (ii) and (iii) under this agenda item 6 are all required for the completion of the Acquisition. They therefore form an entirety and are proposed to be resolved on by the General Meeting in a single decision.

 

  1. Resolution on the number of and election of the members of the Board of Directors

The Board of Directors proposes to the Extraordinary General Meeting that Tapio Pajuharju, Kati Hagros, Liisa Harjula, Paul-Petteri Savolainen and Mika Uotila be re-elected as members of the Board of Directors, and that Timo Laine, Jarno Suominen and Timo Mänty be elected as new members of the Board of Directors, subject to the completion of the Acquisition. The Board of Directors proposes that the term of Timo Laine, Jarno Suominen and Timo Mänty commences and is notified to be registered in connection with or immediately prior to the registering of the shares to be issued in accordance with the authorization set forth in agenda item 6. above. If no shares would be issuable in accordance with the authorization set forth in agenda item 6. above prior to the expiry of the authorization, the election of Timo Laine, Jarno Suominen and Timo Mänty shall become void.

The Board of Directors proposes to the Extraordinary General Meeting of Shareholders that the term of Joni Aaltonen, Heimo Hakkarainen and Timur Kärki as members of the Board of Directors expires, subject to the completion of the Acquisition. The Board of Directors proposes that the term of Joni Aaltonen, Heimo Hakkarainen and Timur Kärki expires and the expiry is notified to be registered in connection with or immediately prior to the registering of the shares to be issued in accordance with the authorization set forth in agenda item 6. above. If no shares would be issuable in accordance with the authorization set forth in agenda item 6. above prior to the expiry of the authorization, the expiration of the term of Joni Aaltonen, Heimo Hakkarainen and Timur Kärki shall become void.

The Board of Directors proposes that the number of members of the Board of Directors be eight (8) as of the commencement of the term of Timo Laine, Jarno Suominen and Timo Mänty.

The proposed members of the Board of Directors have given their consent to their election.

 

  1. Closing of the Meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice to the General Meeting are available on the company’s website at https://eezy.fi/en/investors-generalmeeting/. The proposals for decisions and other above-mentioned documents are also available at the Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Meeting will be available on the above-mentioned website as from 5 September 2019 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

 

  1. Shareholder registered in the shareholders’ register

Each shareholder, who on the record date of the Extraordinary General Meeting, August 12, 2019, is registered in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.

A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the Extraordinary General Meeting, shall register for the Meeting no later than by August 19, 2019 by 10:00 a.m. (EEST) by giving a prior notice of participation, which has to be received by the company before the end of the registration period. Such notice can be given:

a) on the company’s website at https://eezy.fi/en/investors-generalmeeting/ or

b) by regular mail to VMP / General Meeting, PL 901, FI-20101 Turku, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or Business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to VMP Plc is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.

The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.

 

  1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on August 12, 2019 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. 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 August 19, 2019 by 10:00 a.m. (EEST). As regards nominee registered shares, this constitutes due registration for the Extraordinary General Meeting.

A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her 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 Extraordinary General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.

 

  1. Proxy representative and powers of attorney

A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the Meeting by way of proxy representation.

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 Extraordinary General Meeting. When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.

It is requested that the possession of possible powers of attorney be disclosed when registering and that original powers of attorney are delivered before the registration period ends to VMP Plc, Aino Nylander, Mannerheimintie 20a (3rd floor), FI-00100 Helsinki, Finland. Alternatively, a copy of the power of attorney can be delivered electronically by email to yhtiokokous@vmp.fi, in addition to which the original copy of the power of attorney must be presented upon arrival and registration at the meeting place.

 

  1. Other information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting.

On the date of this notice to the Extraordinary General Meeting, 1 August 2019, the total number of shares and votes in the company is 14 799 198. The company or its subsidiaries do not hold any company’s own shares

 

In Helsinki, 1 August 2019

VMP PLC

BOARD OF DIRECTORS

 

Additional information:

Hannu Nyman, CFO

hannu.nyman@vmp.fi

Tel. + 358 (0) 50 306 9913

 

Certified Advisor:

Danske Bank A/S, Finland Branch, tel. +358 (0)10 546 7934

 

Attachments:

Annual General Meeting 2019

VMP Plc’s Annual General Meeting, which was held in Helsinki on 28 March 2019, adopted the financial Statements for the year 2018 and discharged the member of the Board of Directors and the President and CEO from liability. In addition, the Annual General Meeting resolved on the payment of dividend, the composition of members of the Board of Directors and their remuneration, the election of the auditor and its remuneration as well as authorized the Board of Directors to decide on the repurchase of the Company’s own shares and issuance of shares and the issuance of options and other special rights entitling to shares.

The minutes of the Annual General Meeting will be available at this site after the summary.

Dividend payment

The Annual General Meeting approved the proposal of the Board of Directors according to which a dividend of EUR 0.08 per share will be paid from the distributable funds of the Company for the financial year 2018. The dividend will be paid to shareholders who on the record date of the dividend payment 1 April 2019 are recorded in the shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 8 April 2019.

Composition of the Board of Directors

The Annual General Meeting elected eight (8) members to the Board of Directors.  Liisa Harjula, Mika Uotila, Joni Aaltonen, Heimo Hakkarainen, Tapio Pajuharju, Paul Savolainen, Kati Hagros ja Timur Kärki were elected as members of the Board of Directors for a term of office expiring at the end of the Annual General Meeting 2020.

Remuneration to be paid to the Board of Directors

The Annual General Meeting confirmed a monthly remuneration of EUR 2,000 for Board of Directors’ Members who are independent of major shareholders.

In addition, the Annual General Meeting confirmed an additional monthly remuneration of EUR 500 for the Chairperson of the Audit Committee, provided the Chairperson is independent of major shareholders.

The Annual General Meeting confirmed that all member of the Board of Directors receive compensation for possible reasonable travel expenses.

Election of the auditor and its remuneration

Authorised Public accountant KPMG Oy Ab was re-elected as the Company’s auditor for a term of office expiring at the end of the Annual General Meeting 2020.  KPMG Oy Ab has informed that Authorized Public Accountant Mr. Esa Kailiala will act as the principal auditor. The auditor’s remuneration will be paid according to invoice approved by VMP Plc.

Repurchase of the Company’s own shares

 The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the Company’s own shares in accordance with the proposal by the Board of Directors. The number of shares to be repurchased shall not exceed 1.000.000 shares.  Purchase of own shares may be made in a trade organized on Nasdaq Helsinki Oy’s regulated market at a price formed in public trading on the date of repurchase. Purchase of the shares lowers the Company’s distributable unrestricted equity. Repurchase of own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed repurchase).

The authorization remains in effect until the end of the 2020 Annual General Meeting, however no longer than 18 months from the date of decision of the Annual General Meeting.

Issuance of shares and the issuance of options and other special rights entitling to shares

The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and options and on issuance of other special rights entitling to shares in one or several lots. Maximum aggregate number of shares issued based on the authorization may not exceed 2.000.000. The Board of Directors decides on the conditions regarding any issuance of shares and options and other special rights entitling to shares.

Share issues and issuance of options and other special rights entitling to shares may take place in deviation of the shareholder’s subscription right (directed issuance), if there exists a weighty financial reason for doing so from the company’s perspective, such as, for example, the funding or realization of mergers or acquisitions, the development of the company’s own capital structure or the realization of the company’s incentive schemes. Based on the authorization, the Board of Directors may also decide on the free issuance of shares to the company itself in such a way that the maximum number of shares held by the company after the issuance does not exceed 10 percent of all company shares. The shares held by the company itself and those possibly held by its subsidiaries are counted in this amount in the way specified in Paragraph 1, Section 11, Chapter 15 of the Finnish Limited Liability Companies Act.

The authorization remains in effect until the end of the 2020 Annual General Meeting, however no longer than 18 months from the date of decision of the Annual General Meeting.

 

Decisions of the Board of Directors on the composition of its committees

Convening after the Annual General Meeting the Board of Directors resolved on the following appointments from among its members:

  • Chairman of the Board of Directors: Liisa Harjula.
  • Audit Committee: Joni Aaltonen as Chairman, Mika Uotila and Liisa Harjula as members.

 

Attachments:

VMP annual general meeting minutes 2019

VMP_AGM 2019_Pesola_slaidshow

VMP_Annual Report_2018

VMP Plc Notice to the Annual General Meeting 2019

VMP Plc Financial Statements and the report of Board of Directors 2018

VMP Plc Salary and Remuneration report 2018

VMP Plc Corporate Governance Statement 2018

VMP Plc Proposed Board of Directors 2019

VMP Plc Power of Attorney 2019

VMP Plc Privacy Statement for General Meeting 2019

Extraordinary general meeting 12/2019

Notice is given to the shareholders of VMP Plc to the Extraordinary General Meeting to be held on Tuesday, 17 December 2019 at 9:00 at Jura-sali, Kasarmikatu 21 B, 00130 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 8:30.

Each shareholder, who is registered on the record date 4 December 2019 in the shareholders’ register of the company maintained by Euroclear Finland Ltd, has the right to participate in the Extraordinary General Meeting. A shareholder, who wants to participate in the Extraordinary General Meeting, shall register for the Meeting no later than by Thursday 12 December 2019 by 10:00.

Notice to Extraordinary General Meeting of VMP Plc

Notice is given to the shareholders of VMP Plc to the Extraordinary General Meeting to be held on 17 December 2019 at 9:00 a.m. (EEST) at the Jura event room, Kasarmikatu 21 B, FI-00130 Helsinki. The reception of persons who have registered for the Meeting and the distribution of voting tickets will commence at 8:30.

The General Meeting is held in Finnish.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the Extraordinary General Meeting, the following matters will be considered:

  1. Opening of the Meeting
  1. Calling the Meeting to order
  1. Election of persons to scrutinise the minutes and to supervise the counting of votes
  1. Recording the legality of the Meeting
  1. Recording the attendance at the Meeting and adoption of the list of votes
  1. Change of the company’s name and amendment of the Articles of Association

The Board of Directors proposes to the Extraordinary General Meeting that the company’s name and field of business be amended.

The Board of Directors proposes that the company’s current auxiliary trade name Eezy be taken as the company’s new name and that equivalent names be registered as parallel names in Swedish and in English. The Board of Directors further proposes that Sections 1 and 2 of the Articles of Association be amended to read as follows:

1 § Company name

The name of the company is Eezy Oyj and the domicile of the Company is Helsinki. The parallel name of the Company in English is Eezy Plc and in Swedish Eezy Abp.

2 § The Company’s field of business

The Company’s field of business is to provide management and finance services for group companies and chain companies that provide personnel services. The Company may also act as a franchiser for the group or other chain companies, and also own shares in companies which carry on the business. The Company’s field of business includes also labour hire services, recruiting and organizational development services, services for the self-employed, services for jobseekers and entrepreneurs, training, consulting and sale of other related services. The Company may also own, control and rent real estate, buildings and shares as well as engage in security trading.

Shareholders Noho Partners Oyj, Sentica Buyout V Ky and Meissa-Capital Oy, who together represent more than 67 percent of all shares and votes in the company on the date of this notice to the General Meeting, have confirmed their support for the change of the company name.

The Board of Directors further proposes that Section 3 of the Articles of Association concerning the book-entry system be amended to remove an unnecessary reference to registration period, and Section 6 be amended to clarify the company’s representation rights. The Board of Directors proposes that Sections 3 and 6 of the Articles of Association of the company be amended to read as follows:

3 § Book-entry securities system

 The shares of the Company belong to the book-entry securities system.

 6 § Representation of the Company

 The Company is represented by the Chairman of the Board of Directors and the Chief Executive Officer, each alone, and jointly by any two (2) members of the Board of Directors.

The Board of Directors may also grant named persons representation rights or procuration rights to represent the Company either alone or jointly with another representative of the Company as defined in this article.

  1. Resolution on the remuneration of the members of the Board of Directors

Shareholders Noho Partners Oyj, Sentica Buyout V Ky and Meissa-Capital Oy, who together represent more than 67 percent of all shares and votes in the company on the date of this notice to the General Meeting, propose to the Extraordinary General Meeting that the remuneration of the members of the Board of Directors be changed.

According to the proposal, members of the Board of Directors would be paid the following monthly remuneration with effect from 1 January 2020:

  • EUR 4,000 per month for the Chairman of the Board of Directors; and
  • EUR 2,000 per month for each of the other members of the Board of Directors.

In addition, members of the Board’s committees would be paid a meeting fee of EUR 300 per each committee meeting.

Reasonable travel expenses of the members of the Board of Directors are proposed to be compensated in accordance with the company’s established practice and travel rules.

  1. Closing of the Meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The proposals for the decisions on the matters on the agenda of the Extraordinary General Meeting as well as this notice to the General Meeting are available on the company’s website at https://www.vmpgroup.fi/en/investors-generalmeeting/. The proposals for decisions and other above-mentioned documents are also available at the Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Meeting will be available on the above-mentioned website as from 31 December 2019 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

  1. Shareholders registered in the shareholders’ register

Each shareholder, who on the record date of the Extraordinary General Meeting, 4 December 2019, is registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd., has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.

A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the Extraordinary General Meeting, shall register for the Meeting no later than on 12 December 2019 by 10:00 a.m. (EEST) by giving a prior notice of participation, which has to be received by the company before the end of the registration period. Such notice can be given:

  1. a) on the company’s website at

https://www.eezygroup.fi/en/investors-generalmeeting/  or
https://www.vmpgroup.fi/en/ ; or

  1. c) by regular mail to VMP / General Meeting, PL 901, FI-20101 Turku, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or Business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to VMP Plc is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.

The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.

  1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on 4 December 2019 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. 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 12 December 2019 by 10:00 a.m. (EEST). As regards nominee registered shares, this constitutes due registration for the Extraordinary General Meeting.

A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her 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 Extraordinary General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.

  1. Proxy representative and powers of attorney

A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the Meeting by way of proxy representation.

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 Extraordinary General Meeting. When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.

It is requested that possible powers of attorney be notified when registering and that original powers of attorney are delivered before the registration period ends to VMP Plc, Aino Nylander, Itämerenkatu 3, FI‑00180 Helsinki, Finland. Alternatively, a copy of the power of attorney can be delivered electronically by email to yhtiokokous@vmp.fi, in addition to which the original copy of the power of attorney must be presented upon arrival and registration at the meeting place.

  1. Other information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting.

On the date of this notice to the Extraordinary General Meeting the total number of shares and votes in the company is 24,849,375. The company or its subsidiaries do not hold any of the company’s shares.

In Helsinki, 20 November 2019

VMP PLC

BOARD OF DIRECTORS

 

Additional information:

Hannu Nyman, CFO
hannu.nyman@vmp.fi
Tel. + 358 (0) 50 306 9913

Certified Advisor:

Danske Bank A/S, Finland Branch, tel. +358 (0)10 546 7934

Attachments:

Merger of VMP and Smile

VMP and Smile unite to become the front-runner of the HR services industry

VMP Plc (“VMP”) has on 5 July, 2019 signed a share purchase agreement with NoHo Partners Oyj (“NoHo Partners”) and the minority shareholders of Smile Henkilöstöpalvelut Oyj (“Smile”) to acquire the share capital of Smile (the “Transaction” or “Combination”) as share consideration. The Transaction brings together two industry leading HR services companies, who together have a stronger market position and a better ability to reform working life. The Combination is a strategically important step for both companies, enabling investments into digitalisation and developing new services. The Combination is expected to create value for the company’s customers, employees and shareholders.

Based on preliminary illustrative combined 2018 financials, VMP and Smile had a combined revenue of EUR 253.5 million, adjusted EBITDA of EUR 21.8 million and adjusted EBITA of EUR 20.6 million (according to Finnish Accounting Standards, “FAS”) (see section Financial information of the combined company). In 2018, VMP employed approximately 19,400 staffed employees either directly or through its franchise companies, while Smile employed approximately 10,000 staffed employees. Thus, the combined company has a significant number of employees at its disposal.

Key information of the Transaction

  • The Transaction will be executed as a share exchange, in which Smile’s shareholders will receive 0.8087 new shares in VMP as share consideration for each share in Smile owned by them, corresponding to a debt-free purchase price of approximately EUR 82 million (based on the closing price EUR 4.92 of VMP as at 4 July, 2019)
  • As part of the terms of the Transaction, the Board of Directors of VMP will propose to the Extraordinary General Meeting (the “EGM”) a dividend and capital repayment amounting to EUR 3.5 million in total to be paid to its shareholders before the closing of the Transaction
  • The largest shareholders of VMP, Sentica Buyout V Ky and Sentica Buyout V Co-investment Ky (together ”Sentica”) and Meissa-Capital Oy (”Meissa-Capital”), who together hold approximately 58.1% of VMP’s shares, support the Combination and have committed in advance to vote in favour of the Transaction in the EGM of VMP
  • The current shareholders of VMP and Smile will hold approximately 59.6% and 40.4%, respectively, of the shares in VMP after the Transaction
  • The completion of the Transaction is subject to approval by VMP’s shareholders in the EGM of VMP by a majority of two-thirds of votes cast and shares represented at the EGM and the approvals and commitments from the financing banks
  • Sami Asikainen will act as the CEO of the combined company and Hannu Nyman as the CFO
  • The board of VMP will include board members from both companies. It is proposed that the Chairman will be Mr. Tapio Pajuharju
  • The EGM of VMP is expected to be held in August 2019, and the Transaction is expected to be completed during the third quarter of 2019: https://eezy.fi/en/investors-generalmeeting/
  • The combined company intends to release further information on strategy and the integration plan during the autumn after the completion of the Transaction

Smile in short

Smile is one of the leading HR services companies in terms of revenue and one of the fastest growing companies providing staffing services in Finland. Smile provides HR services nationwide for different industries, such as hotels, restaurants and catering (HoReCa); events and promotions; healthcare; and industry, construction and logistics (TRL). The company is known for its positive and humane working culture. NoHo Partners is Smile’s largest owner.

The company recorded revenues of EUR 128.6 million, adjusted EBITDA of EUR 11.5 million and adjusted EBITA of EUR 11.3 million in 2018 (adjusted from IFRS to resemble FAS for illustrative purposes) (see section Financial information of the combined company). In 2018, Smile provided staffing services to over 1,000 customers, and approximately 10,000 employees received salary from the company during that year.

Main benefits of the Transaction

  • The Transaction brings together two industry leading HR services companies, creating a significant player with a stronger market position and increased competitiveness
  • The combined company has a nationwide network in Finland through its own group companies and the franchising chain, and a larger number of staffed employees to serve the changing customer needs
  • The company’s comprehensive service offering from staffing to recruiting, organisational development and self-employment can be offered to a larger clientele
  • For employees, the company can offer a wider range of work opportunities and more options, thus being a more attractive employer
  • The combined company will have stronger resources and capabilities to invest in digitalisation and in the development of new services, with which the company can respond even better to the changing needs of the labour market
  • The new company is the front-runner in its field with a mission to actively reform working life in Finland

The Combination of VMP and Smile is expected to strengthen the company’s market position considerably and to create added value to its shareholders through synergies arising from unifying operations and the increasing amount of business opportunities. Operative strategic synergies are expected to be achieved, for example, by providing a comprehensive service offering for a larger clientele, by utilising a combined pool of staffed employees in filling vacancies, and by utilising both companies’ know-how, resources and data in developing new services. The Transaction is expected to create cost savings especially through combining organisations, enhancing operational efficiency and sharing best practices.

“The Transaction is a step in line with our strategy by which we will achieve significant growth and strengthen our position as the front-runner in the HR services industry. With our combined know-how, we are even better positioned to respond to the changing needs of working life and to offer employment enhancing services”, says VMP’s Chairman of the Board Liisa Harjula.

“I believe that together we can offer even more value to our customers and attractive opportunities for our employees. In recent years, VMP has evolved from a staffing-focused company into a comprehensive HR services company, whereas Smile has grown rapidly into one of the largest staffing companies in Finland. Together, we are a significant player in the labour market and can accelerate digitalisation in the industry, provide employment enhancing services as well as provide a wider range of services to our customers”, says the CEO of VMP Juha Pesola.

”It has been great to be a part of Smile’s growth during the last five years. We have a great growth story behind us and now in line with our strategy we will take the next step, when we combine two successful players and form a new player in HR services in Finland. It is amazing to get the opportunity to lead the combination of two winning firms”, says Smile CEO Sami Asikainen.

“We have been a part of building Smile’s success story, which has been exceptional in the industry, since 2014, when the company became a part of our group of companies. Back then, Smile had revenue of under EUR 7 million, whereas in 2018, its revenue exceeded EUR 127 million. The new company created together with another industry leading company, VMP, will become a reformer of the labour market and the HR services industry. We have the privilege of being in the forefront of building the future of the whole industry as the largest shareholder of the new company”, says NoHo Partners’ Chairman of the Board Timo Laine.

Financial information of the combined company

Basis of preparation

The illustrative, combined, unaudited financial information presented below is based on VMP’s and Smile’s audited consolidated financial statements for the year ended December 31, 2018, and on the unaudited interim reports for the first quarter of 2019 ended March 31, 2019.

The combined financial information is presented for illustrative purposes only. The combined financial information gives an indication of the combined revenue and earnings, assuming the activities were included in the same group of companies from the beginning of each period, and assuming that the financial information was reported according to FAS. The aggregated combined financial information is based on a hypothetical situation and should not be viewed as pro forma financial information, as no purchase price allocation, transaction costs or differences in accounting principles have been taken into account. The illustrative, combined financial information presented below does not necessarily predict the future results of the combined operations or VMP’s financial position, and the financial information published by the combined company or VMP in the future might significantly differ from the illustrative information presented below.

Smile reports its financial information according to IFRS; therefore, Smile’s IFRS figures have been adjusted to correspond to FAS. However, the adjustments are preliminary and should not be considered as final. See Appendix 1 for the adjustments.

Illustrative combined income statement information

1-3/2019 (EURm)Combined for illustrative purposesVMP
FAS
(unaudited)
Smile
IFRS adjusted to FAS
(unaudited)
Revenue68.938.230.7
Adjusted EBITDA1)5.02.62.5
Adjusted EBITDA-%7.3%6.7%8.0%
Adjusted EBITA1)4.72.32.4
Adjusted EBITA-%6.8%6.0%7.8%
EBITDA6.13.72.5
EBITDA -%8.9%9.6%8.0%
EBITA5.83.42.4
EBITA-%8.4%8.8%7.8%

 

1-12/2018 (EURm) Combined for illustrative purposesVMP
FAS
(audited)
Smile
IFRS adjusted to FAS
(unaudited)
Revenue253.5124.9128.6
Adjusted EBITDA1)21.810.211.5
Adjusted EBITDA-%8.6%8.2%9.0%
Adjusted EBITA1)20.69.211.3
Adjusted EBITA-%8.1%7.4%8.8%
EBITDA20.59.810.7
EBITDA -%8.1%7.8%8.3%
EBITA19.38.810.5
EBITA-%7.6%7.0%8.2%

 

1) The adjustments made to the adjusted EBITDA and the adjusted EBITA of VMP are based on VMP’s published annual and interim reports. Smile’s adjusted EBITDA and adjusted EBITA for 2018 include an adjustment for IPO expenses (EUR 818 thousand).

VMP will publish potential implications of the Combination on VMP’s financial guidance later in connection with the completion of the Transaction.

Information on Smile’s financial position

The financial information presented below is based on Smile’s audited, consolidated financial statements for the year ended December 31, 2018, and it is presented according to IFRS.

31-Dec-2018 (EURm)Smile
IFRS
(audited)
Non-current assets48.2
Current assets22.8
Cash and equivalents0.0
Total assets71.0
Equity11.6
Non-current liabilities22.3
Current liabilities37.1
Total equity and liabilities71.0

 

The net effect of the Combination on VMP’s financial position will be published when a reasoned estimate can be made.

Key terms in brief

VMP will purchase the entire share capital of Smile according to the terms of the share purchase agreement. The Transaction will be executed as a share exchange, in which Smile’s shareholders will receive 0.8087 new shares in VMP as share consideration for each share in Smile owned by them, corresponding to a debt-free purchase price of approximately EUR 82 million (based on the closing price EUR 4.92 of VMP as at 4 July, 2019). The number of new VMP shares to be issued is expected to be 10,050,177 shares.

The share consideration to be paid as the purchase price has not been agreed to include adjustments. The number of shares to be paid as the purchase price is agreed to be fixed, and will not be adjusted for any changes in the share price.

The completion of the Transaction is subject to, among other things, the approval by the EGM of VMP by a majority of two-thirds of votes cast and shares represented at the EGM and approvals and commitments by the financing banks.

As part of the terms of the Transaction, The Board of Directors of VMP will propose to the EGM a dividend and capital repayment amounting to EUR 3.5 million in total to be paid before the closing of the Transaction to its shareholders.

Smile and NoHo Partners reorganize their internal receivables so that the net amount of receivables arising from their mutual staffing agreement will remain as interest-free unsecured loan amounting to approximately EUR 1.7 million, which is intended to be paid back to NoHo Partners by 31 December 2020.

The share purchase agreement includes certain typical representations and warranties from both Smile and VMP related to both companies’ organisation and businesses. If an event that leads to the breach of the representations and warranties given by Smile or VMP (or to material breach for certain warranties and representations) takes place or becomes known between the signing and closing of the Transaction, and such breach has not been remedied in accordance with the terms and conditions of the share purchase agreement (to the extent such breach is remediable), the party suffering of the breach has a right to terminate the share purchase agreement in accordance with its terms. The share purchase agreement also includes undertakings from Smile and VMP, which are typical in similar transactions, such as the undertaking that both Smile and VMP will continue to conduct their business in the ordinary course before the Transaction takes place. Smile has granted an indemnity to VMP, and VMP has granted an indemnity to Smile as regards certain qualified breaches of the above-mentioned representations, warranties and undertakings.

The share purchase agreement will lapse automatically, if the EGM of VMP does not approve the Transaction by a majority of two-thirds of votes cast and shares represented at the EGM. In addition, the share purchase agreement can be terminated on certain conditions. Termination is justified, for example, if approvals and commitments by the financing banks or the approval of VMP’s shareholders are not obtained within the time limit prescribed in the share purchase agreement.

In connection with the Transaction, NoHo Partners and certain Smile’s minority shareholders have submitted a lock-up undertaking, according to which, subject to certain customary exceptions, they have undertaken not to sell the shares they receive in connection with the Transaction in VMP during a period of 180 days after the completion of the Transaction. The lock-up commitments concern approximately 89.1 % of the new shares in VMP issued in connection with the Transaction.

The EGM of VMP is expected to be held in August 2019, and the Transaction is expected to be completed during the third quarter of 2019. The combined company intends to release further information about its strategy and integration plan in autumn after the closing of the Transaction.

Governance

After the completion of the Transaction, Sami Asikainen will become the CEO of the company and Hannu Nyman the CFO.

Sentica and Meissa-Capital will propose to the EGM that Tapio Pajuharju, Kati Hagros, Liisa Harjula, Paul-Petteri Savolainen and Mika Uotila from the VMP Board of Directors will continue as members of the Board of Directors, whereas Joni Aaltonen, Heimo Hakkarainen and Timur Kärki will resign from the Board of Directors of the combined company with effect from completion. Timo Laine, Timo Mänty and Jarno Suominen from the Smile Board of Directors will be proposed to join the Board of the combined company upon completion of the Transaction. It is proposed that Tapio Pajuharju will become the Chairman of the Board.

Following the Transaction, the current shareholders of VMP and Smile will hold approximately 59.6% and 40.4%, respectively, of the shares in VMP. As a consequence of the completion of the Transaction, the largest shareholder of Smile, NoHo Partners, will become the largest shareholder of the combined company with approximately 30.3% shareholding. The largest shareholders of VMP, Sentica and Meissa-Capital, will hold approximately 23.1% and 11.5%, respectively.

The largest shareholders of the combined company

Based on the latest available information assuming that all the current shareholders of VMP and Smile are shareholders also at the date of the completion of the Transaction, the 15 largest shareholders of the combined company would be the following (VMP as at 30 June, 2019). Calculations are based on the actual information of VMP and Smile and are for illustrative purposes only. The calculations do not necessarily illustrate the actual ownership structure at the time of the completion of the Transaction or after it.

ShareholderNumber of shares% of shares
1. NoHo Partners Oyj7,520,91030.27
2. Sentica Buyout V Ky5,523,07222.23
3. Meissa-Capital Oy2,852,30711.48
4. Eteläaho Pasi Antero627,9462.53
5. Ilmarinen Mutual Pension Insurance Company450,0001.81
6. Asikainen Sami Matias404,3501.63
7. Odin Finland397,0001.60
8. Evli Finnish Small Cap Fund385,0001.55
9. Sijoitusrahasto Taaleritehdas Mikro Markka380,0001.53
10. Eteläaho Anu-Maria279,3441.12
11. Oy Jobinvest Ltd259,8351.05
12. Sentica Buyout V Co-investment Ky228,9280.92
13. Pajuharju Tapio Olavi182,0770.73
14. Viitala Teemu Ilmari158,3880.64
15. Pesola Juha Olavi140,0300.56
15 largest total19,789,18779.64
Others5,060,18820.36
Total24,849,375100.00

 

Shareholder support

Sentica and Meissa-Capital, who together hold approximately 58.1% of shares and votes in VMP, have committed with certain typical terms to participate in the EGM of VMP and to vote in favour of the Transaction.

Advisors

Danske Bank A/S, Finland Branch acts as the financial advisor and Roschier, Attorneys Ltd as the legal advisor to VMP. Carnegie Investment Bank AB, Finland Branch acts as the financial advisor and Castrén & Snellman Attorneys Ltd as the legal advisor to NoHo Partners and Smile.

Press and analyst conference

A joint press conference will be held today, 5 July, 2019, at 11:30 a.m. Finnish time at Kasarmin Salit (Kasarmikatu 21 B) in Helsinki in Finnish language.

Presentation material from the press conference will be made available on both VMP’s and Smile’s websites today.

The press conference can be followed live as a webcast at: https://vmp.videosync.fi/webcast-2-040719. A recording of the webcast will be available on the same site later today.

Merger of VMP and Smile – Press conference presentation (5.7.2019)

Additional information

VMP Oyj

Juha Pesola, CEO

juha.pesola@vmp.fi

Tel. +358 (0)40 307 5105

 

Hannu Nyman, CFO

hannu.nyman@vmp.fi

Tel. + 358 (0) 50 306 9913

 

Certified Advisor:
Danske Bank A/S, Finland Branch, tel. +358 (0)10 546 7934

Smile Henkilöstöpalvelut Oyj

Sami Asikainen, CEO

sami.asikainen@smilepalvelut.fi

Tel. +358 (0)40 700 9915

 

Jarno Vilponen, CFO

jarno.vilponen@smilepalvelut.fi
Tel. +358 (0)40 721 9376

VMP in brief

VMP is a Finnish HR services company with a comprehensive offering of staffing, recruiting and organisational development, and self-employment services. VMP’s mission is to help companies and individuals in succeeding in the changing working life. VMP serves its customers in Finland and Sweden and it has a recruitment hub for staffed employees in Romania. VMP Group provides services under the brands of VMP Varamiespalvelu, Voima, Enjoy, Extraajat, Personnel, Corporate Spirit and Eezy.

VMP has grown rapidly through organic growth and acquisitions. In 2018, VMP recorded a revenue of EUR 124.9 million and in the first quarter of 2019, a revenue EUR 38.2 million.

Smile in brief

Smile is one of the leading HR services companies in terms of revenue and one of the fastest growing companies providing staffing services in Finland. Smile provides HR services nationwide for different industries, such as hotels, restaurants and catering (HoReCa); events and promotions; healthcare; and industry, construction and logistics (TRL). The company is known for its positive and humane working culture. NoHo Partners is Smile’s largest owner.

The company recorded revenues of EUR 128.6 million, adjusted EBITDA of EUR 11.5 million and adjusted EBITA of EUR 11.3 million in 2018 (according to FAS). In 2018, Smile provided staffing services to over 1,000 customers, and approximately 10,000 employees received salary from the company during that year.

 

IMPORTANT ADDITIONAL INFORMATION

This company release relates to the offer by VMP to the shareholders of Smile to exchange all of shares and convertible securities issued by Smile for new shares of VMP. This company release is for informational purposes only and does not constitute an offer to purchase or exchange, or a solicitation of an offer to sell or exchange, any shares in VMP or Smile.

The information contained in this company release must not be published, released or distributed, either directly or indirectly, in any jurisdiction where the publication, release or distribution of such information is restricted by laws or regulations. Therefore, persons in such jurisdictions in which these materials are published, released or distributed must inform themselves about and comply with such laws and regulations. VMP does not accept any responsibility for any violation by any person of relating to such restrictions.

 

FORWARD-LOOKING STATEMENTS

This company release includes forward-looking statements regarding future events, including the statements concerning VMP and Smile, the Transaction described in this company release and the expected benefits from such Transaction and VMP’s and Smile’s future financial performance based on current expectations on VMP’s and Smile’s combined businesses. Such forward-looking statements are subject to numerous risks and uncertainties that can cause the actual outcomes and results to be materially different from those projected. When used in this release, the words “may”, “expects”, “intends”, “anticipates”, “plans”, “wants”, “will”, “predicts” and “estimates” as well as the negatives of these words and other analogous or corresponding expressions are intended to identify forward-looking statements,. However, the absence of these expressions does not mean that the statement is not forward-looking. These forward-looking statements are based on VMP’s and Smile’s current expectations and forecasts on future events. These statements are not guarantees of future performance.

Because forward-looking statements are subject to various risks and uncertainties, the actual results may be materially different from those projected. Such risks and uncertainties, many of which are outside the influence of VMP, are, inter alia: VMP’s ability to get approval for Transaction from its shareholders;; at the time of Transaction, the total consideration to be paid by VMP to the owners of Smile; the possibility that the time needed to execute the Transaction is longer than expected; achieving expected synergies and benefits from the Transaction; risks related to the integration of Smile’s business to VMP; the ability of VMP and Smile to terminate the Share and business purchase agreement in certain situations; VMP’s business suffering due to uncertainties related to the Transaction; the financial position of VMP after the Transaction; and other factors, risks and uncertainties, which are disclosed in VMP’s annual reports and quarter reports. Several factors might cause the combined group of companies’ result and financial position to differ materially from the express or implied information on the result and financial position included in the forward-looking statements. VMP or any of its related parties, advisors or representatives or any other party is not liable to check or confirm or publish changes to any of the forward-looking statements, so that those forward-looking statements would take into account any events or circumstances that have taken place or occurred after the date of this release.

This release includes estimates of cost synergy benefits expected to arise from the combined group of companies, as well as estimates of costs caused by the combination prepared by VMP and Smile which are based on a number of assumptions and conclusions. Such estimates represent the expected future impact of the combination on the combined company’s business, financial position and result. The assumptions relating to the estimated cost synergy benefits and combination costs are inherently uncertain and subject to various significant business, economic, and competitive risks and uncertainties that can cause the possible actual cost synergy benefits and combination costs to differ materially from the estimates presented in this release.

 

Appendix 1: Reconciliation of Smile’s profit and loss account information

Smile reports its financial information according to IFRS; therefore, Smile’s IFRS figures have been adjusted to correspond to FAS according to the tables below. In addition, adjustments for non-recurring items have been presented in the tables. Smile’s financials according to FAS are unaudited.

Reconciliation of revenue

EURm1-3/20191-12/2018
IFRS reported revenue30.3127.1
Sales deductions related to growth financing0.41.6
Revenue (FAS)30.7128.6

 

Reconciliation of EBITDA ja EBITA

EURm1-3/20191-12/2018
Reported EBITDA (IFRS)2.28.8
Sales deductions related to growth financing0.41.6
IFRS 16 leasing-0.1
Asset transfer tax from acquisitions0.3
Other transaction costs from acquisitions0.1
Credit loss provision0.10.0
EBITDA (FAS)2.510.7
Depreciation of tangible assets (excluding IFRS 16 depreciation)-0.1-0.2
EBITA (FAS)2.410.5
Non-recurring items (IPO expenses)0.8
Adjusted EBITA (FAS)2.411.3
Depreciation of tangible assets (excluding IFRS 16 depreciation)0.10.2
Adjusted EBITDA (FAS)2.511.5

 

Responsibility

Corporate responsibility at Eezy

Eezy’s responsibility is crystallized in our vision to help both employees and employers succeed in the working life of the future. In this endeavor, responsibility is a natural part of our business. We work in the HR services industry, which underlines the role of social responsibility in our operations in all its forms.Working life is undergoing a big change. We help people and businesses in this change by developing new working opportunities and improving the professional skills of employees. For us, it is important that the staffing services we offer are fair both to the employee and to the company signing up staffed employees.

Our responsibility actions are based on the following themes

RESPONSIBLE EMPLOYER

  • We operate fairly in working life
  • We invest in the professional skills and well-being of our employees
  • We help people to enter the workforce

RESPONSIBLE SERVICES

  • We tailor our services to the needs of customers and employees
  • We give guidance to our customers in matters related to working life
  • We handle all data carefully

RESPONSIBLE ACTOR IN SOCIETY

  • We strive to lower the threshold for employment
  • We achieve significant economic impact through our operations
  • We make environmentally friendly choices

 

RESPONSIBLE EMPLOYER

We invest significantly in people and actively develop their well-being at work. For more information about activities related to our employees’ well-being, see page 25. We improve our employees’ professional skills through our training offering, including the “JYEAT” Specialist Qualification in Management and Business Management and training for staffed employees.

Successful management of employment matters is critical to Eezy’s business. We are committed to operating in accordance with the rules and practices of working life, legislation and collective labor agreements. We work together with trade unions and comply with the laws and collective labor agreements in all our operations. We genuinely care about the occupational safety of our staffed employees: although the primary responsibility lies with the customer company, we collect information about accidents at work and develop safety in cooperation with companies.

Eezy has an important role in preventing exclusion. Staffed work is a good way, for example, for immigrants to find employment or young people to get their first job. We advise and coach immigrants on matters related to the Finnish working life. We are a major employer of young people: in 2018, we offered summer jobs to 1,000 young teenagers.

 

RESPONSIBLE SERVICES

By accumulating understanding of our customers, we can target and tailor our services to our customers. We approach customer needs from different perspectives, including content and scope, labor needs or employer and employee characteristics.

Eezy operates a customer service that offers our employee customers help with questions related to employment matters, such as salary slips, tax card or Eezy Express salary.
A lot of young people find employment through us, and we see customer service as a very important channel for helping them. In addition, we help and guide Eezy users also in matters related to self-employment that are not associated with the service.

Eezy handles a large amount of data, for example, in recruitment, and we take data privacy into consideration in both our online and face-to-face interaction. During the year, we implemented our project related to the entry into force of the EU’s General Data Protection Regulation (GDPR), which included creating a data protection organization for Eezy and introducing new processes to ensure proper data protection.

 

RESPONSIBLE ACTOR IN SOCIETY

We want to lower the threshold for employment and increase the attractiveness of staffed work and self-employment. A concrete example of Eezy’s contribution is the Urapalvelu career service, which Eezy operates together with Finnish TE employment services. We also strive to create commonly agreed operating models in cooperation with trade unions. The views of staffed employees were analyzed in a study by the Private Employment Agencies’ Association HPL, showing that Eezy’s staffed employees were more satisfied than
average.

During the year, we created value for our multiple stakeholders. We are a significant employer and we pay taxes and other fees to Finland. Our positive impact on society is also reflected in our collaboration with educational institutions and cultural sponsorship.

As a service company, we promote environmental friendliness, for example, by favoring electronic documentation and orientation solutions and public transport, as well as taking environmental considerations into account in the selection of service providers. A focus area in all our operations is fostering a mindset of sustainable development.