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2012-04-12 12:15:00 CEST 2012-04-12 12:15:40 CEST REGULATED INFORMATION Okmetic Oyj - Decisions of general meetingDECISIONS OF THE ANNUAL GENERAL MEETING OF OKMETIC OYJOKMETIC OYJ STOCK EXCHANGE RELEASE 12 APRIL 2012 AT 1.15 P.M. DECISIONS OF THE ANNUAL GENERAL MEETING OF OKMETIC OYJ The annual general meeting of Okmetic Oyj was held on 12 April 2012, at 10.00 a.m. in the Finnish Aviation Museum, address Tietotie 3, Vantaa, Finland. The annual general meeting adopted the annual accounts and the consolidated annual accounts for the financial year 2011 and discharged the company's management from liability. USE OF THE PROFITS SHOWN ON THE BALANCE SHEET AND PAYMENT OF DIVIDEND The annual general meeting decided, in accordance with the proposal of the board of directors, to distribute a dividend of 0.28 euro per share. Dividend will be paid to a shareholder, who, on the record date 17 April 2012, is registered in the shareholders' register held by Euroclear Finland Ltd. Dividend will be paid on 24 April 2012. In addition, the annual general meeting decided, in accordance with the proposal of the board of directors, to authorise the board of directors to decide upon its discretion on the payment of an additional dividend, should the company's financial situation permit this. The additional dividend, including all possible separate decisions on dividend payment, may amount up to a maximum of 0.40 euro per share and 15,000,000 euro in total. Any dividend paid on the basis of the board's decision will be paid to a shareholder who, on the record date determined by the board of directors, is registered in the shareholders' register held by Euroclear Finland Ltd. The board of directors will decide the record date of the dividend payout and the dividend payment date which may, at the earliest, be the fifth banking day after the record date. The authorisation includes the right for the board of directors to decide on all other terms and conditions relating to the payment of additional dividend. The authorisation is effective until the beginning of the next annual general meeting. ELECTION AND REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS It was decided that there would be five members on the company's board of directors. Mr. Henri Österlund, Mr. Tapani Järvinen, Mr. Hannu Martola, and Ms. Mervi Paulasto-Kröckel were re-elected as members of the board of directors, and Mr. Mikko Puolakka was elected as a new member of the board of directors, all until the end of the next annual general meeting. The board of directors elected Henri Österlund as its chairman and Tapani Järvinen as its vice chairman in its organisation meeting held immediately after the annual general meeting. It was decided that the following annual remuneration shall be paid to the members of the board of directors: 40,000 euro to the chairman, 30,000 euro to the vice chairman, and 20,000 euro to the other members of the board of directors. The annual remuneration will be paid in the company's shares and in cash for the part of taxes. Payment of the annual remuneration will be made as a one-time payment on 10 May 2012. The number of remuneration shares shall be determined according to the closing quotation of the company's share on 9 May 2012. In addition, it was decided that the board members will be paid meeting remuneration, amount of which is 750 euro/meeting for the chairman and 500 euro/meeting for other board members. ELECTION AND REMUNERATION OF THE AUDITOR Authorised Public Accountants PricewaterhouseCoopers Oy was re-elected as auditor of the company. PricewaterhouseCoopers Oy has announced that APA Mikko Nieminen will be acting as principal auditor. It was decided that remuneration to the auditor shall be paid according to the auditor's reasonable invoice. AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE AND/OR ACCEPTANCE AS PLEDGE OF THE COMPANY'S OWN SHARES The general meeting authorised the board of directors to decide on the repurchase and/or acceptance as pledge of the company's own shares in one or more tranches as follows: The aggregate number of own shares to be repurchased and/or accepted as pledge shall not exceed 1,728,750 shares, which represents approximately 10 percent of all the shares of the company. The company and its subsidiaries together cannot at any time own and/or hold as pledge more than 10 percent of all the company's registered shares. Only unrestricted equity can be used to repurchase the company's own shares on the basis of the authorisation. Own shares can be repurchased at a price determined by public trading on the day of the repurchase or at another market- based price. The board of directors decides on the method of repurchasing and/or accepting as pledge of the company's own shares as well as the other terms and conditions. Shares can be repurchased otherwise than in the shareholders' proportional holding of shares (directed repurchase). The authorisation cancels the authorisation given by the annual general meeting on 7 April 2011 to the board of directors to decide on the repurchase and/or acceptance as a pledge of the company's own shares. The authorisation is effective until the next annual general meeting, however, no longer than until 12 October 2013. AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES, THE TRANSFER OF THE COMPANY'S OWN SHARES AS WELL AS THE ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES The general meeting authorised the board of directors to decide on the issuance of shares, the transfer of the company's own shares, and the issuance of special rights entitling to shares according to Chapter 10, Section 1 of the Finnish Companies Act in one or more tranches as follows: The aggregate number of shares issued or transferred on the basis of the authorisation may not exceed 5,200,000 shares. The board of directors decides on all the terms and conditions of the issuance of shares, the transfer of the company's own shares, and the issuance of special rights entitling to shares according to Chapter 10, Section 1 of the Finnish Companies Act. The authorisation concerns both the issuance of new shares as well as the transfer of the company's own shares. The issuance of shares, the transfer of the company's own shares, and the issuance of special rights entitling to shares according to Chapter 10, Section 1 of the Finnish Companies Act may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorisation cancels the authorisations given by the annual general meeting on 7 April 2011 to the board of directors to decide on the transfer of rights to the company's own shares as well as to decide on the issuance of shares and the issuance of special rights entitling to shares. The authorisation is effective until the next annual general meeting, however, no longer than until 12 October 2013. PRESIDENT'S REVIEW AT THE ANNUAL GENERAL MEETING The review of President Kai Seikku is available on the company's website at www.okmetic.com/www/page/general_meeting. OKMETIC OYJ Kai Seikku President For further information, please contact: Kai Seikku, President, Okmetic Oyj, Tel. +358 400 200 288, e-mail: kai.seikku@okmetic.com Juha Jaatinen, Senior Vice President, Finance, IT, and Communications, Okmetic Oyj, tel. +358 5028 0286, e-mail: juha.jaatinen@okmetic.com Distribution: NASDAQ OMX Helsinki Ltd Principal media www.okmetic.fi OKMETIC IN BRIEF Take it higher Okmetic is a technology company which supplies tailor-made silicon wafers for sensor and semiconductor industries and sells its technological expertise to the solar cell industry. Okmetic provides its customers with solutions that boost their competitiveness and profitability. Okmetic's silicon wafers are part of a further processing chain that produces end products that improve human interaction and quality of life. The company's products are based on high-tech expertise that generates added value for customers, innovative product development and an extremely efficient production process. Okmetic has a worldwide clientele and sales network, production plants in Finland and in the United States as well as license-based production in Japan and in China. Ocmetic's shares are listed on the NASDAQ OMX Helsinki Ltd under the trading symbol OKM1V. Additional information can be found on the company's website: www.okmetic.com. [HUG#1601832] |
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