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2013-03-25 14:00:01 CET 2013-03-25 14:00:06 CET REGULATED INFORMATION Ixonos - Notice to general meetingIxonos: Notice of Ixonos Plc Annual General meetingHelsinki, Finland, 2013-03-25 14:00 CET (GLOBE NEWSWIRE) -- Ixonos Plc Stock Exchange Release 25 March 2013 at 15:00 NOTICE OF IXONOS PLC ANNUAL GENERAL MEETING The shareholders of Ixonos Plc are convened to the Annual General Meeting of the company. The meeting will be held on Wednesday, 24 April 2013, from 12.30, in the Union Square auditorium at Event Arena Bank, Unioninkatu 22, Helsinki. Entry to the meeting is through Havis Business Center. The reception of participants will begin at 11.30, as will the coffee preceding the meeting. A. MATTERS TO BE DECIDED AT THE ANNUAL GENERAL MEETING The following items are on the agenda for the meeting: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinise the minutes and to count votes 4. Recording the legality of the meeting 5. Recording of attendance; adoption of the list of votes Presentation of the 2012 financial statements, including the consolidated financial statements, the report of the Board of Directors and the auditor's report, as well as of the review of the President and CEO. 6. Adoption of the financial statements 7. Use of the profit shown on the balance sheet; distribution of dividend The Board of Directors proposes that the distributable assets be left in shareholders' equity and that no dividend for the financial period 2012 be paid to shareholders. 8. Discharge from liability of the members of the Board of Directors and the President and CEO 9. Determination of the fees to be paid to the members of the Board of Directors The Nomination Committee proposes that the fees to be paid to the members of the Board of Directors be kept unchanged as follows: - Chairman of the Board of Directors: EUR 40,000 per year and EUR 500 per meeting - Vice Chairman of the Board of Directors: EUR 30,000 per year and EUR 250 per meeting - Other members of the Board of Directors: EUR 20,000 per year and EUR 250 per meeting - For the meetings of the committees of the Board of Directors: EUR 500 per meeting to the chairman and EUR 250 per meeting to members. Travel expenses would be paid according to the travel rules of the company. 10. Determination of the number of members of the Board of Directors The Nomination Committee of the Board of Directors proposes that six ordinary members be elected to the Board. 11. Appointment of the members of the Board of Directors The Nomination Committee proposes that Board members Paul Ehrnrooth, Pertti Ervi, Matti Järvinen, Matti Heikkonen and Samu Konttinen be re-elected for the term ending at the close of the next Annual General Meeting and that May Wiiala be elected as a new Board member for the same term. May Wiiala is CFO of the International Division at ÅF. She has previously held international finance and control positions in the Nokia group and in Nokia Siemens Networks Oy. The nominees have agreed to serve if elected. The nominees are presented in the Investors section of the company's website at www.ixonos.com. Shareholders representing approximately 35 per cent of the company's shares and votes have expressed their support for the proposal of the Nomination Committee. 12. Determination of the fee to be paid to the auditor The Board of Directors proposes that the auditor be paid a fee in accordance with a reasonable invoice. 13. Appointment of an auditor The Board of Directors proposes that KHT firm PricewaterhouseCoopers Oy be reappointed as the company's auditor. The principal auditor designated by the audit firm would be Markku Katajisto, KHT auditor. 14. Authorising the Board of Directors to decide on share issues and on granting special rights entitling to shares The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on a rights issue, as well as on issuing stock options and other special rights entitling to shares pursuant to chapter 10, section 1 of the Limited Liability Companies Act (624/2006), under the following terms: The number of shares to be issued under the authorisation may not exceed 7,047,825, which corresponds to approximately 20 per cent of all company shares at the time of convening the Annual General Meeting. Within the limits of the authorisation, the Board of Directors is entitled to decide on all terms of the rights issue and of the issue of special rights entitling to shares. The Board of Directors is entitled to decide on crediting the subscription price to the share capital or, entirely or partly, to the invested non-restricted equity fund. Shares as well as special rights entitling to shares may also be issued in a way that deviates from the pre-emptive rights of shareholders, if a weighty financial reason for this exists as laid out in the Limited Liability Companies Act. In such a case, the authorisation may be used to finance corporate acquisitions or other investments related to the operations of the company as well as to maintain and improve the solvency of the group of companies. The authorisation is proposed to be effective until the Annual General Meeting 2014. The decision requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting. 15. Authorisation of the Board of Directors to acquire own shares The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on acquiring, or accepting as pledge, a maximum of 3,524,000 own shares, using the company's non-restricted equity. This amount of shares is equivalent to approximately 10 per cent of all company shares at the time of convening the Annual General Meeting. The acquisition may take place in one or more lots. The acquisition price will not exceed the highest market price in public trading at the time of the acquisition. In executing the acquisition of its own shares, the company may enter into derivative, share lending and other contracts customary on the capital market, within the limits set by law and regulations. The authorisation also entitles the Board to decide on a directed acquisition, i.e. on acquiring shares in a proportion other than that of the shares held by the shareholders. The company may acquire its own shares to execute corporate acquisitions or other business arrangements related to the company's operations, to improve its capital structure, to otherwise transfer the shares or to cancel them. The authorisation is proposed to include the right for the Board of Directors to decide on all other matters related to the acquisition of shares. The authorisation is proposed to be effective until the Annual General Meeting 2014. The decision requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting. 16. Closing of the meeting B. MEETING DOCUMENTS The following documents will be made available to the shareholders, in the Investors section of Ixonos Plc's website at www.ixonos.com, not later than 21 days prior to the Annual General Meeting: the aforementioned Board and committee proposals that are on the agenda for the meeting, the financial statements of the company, the report of the Board of Directors, the auditor's report and this notice. Those documents will also be available at the meeting. In addition, copies will be mailed to shareholders who request them. Otherwise, no separate notice of the meeting will be sent to shareholders. C. INSTRUCTIONS FOR PARTICIPANTS 1. Right to attend; registration Shareholders who are registered on the company's list of shareholders on 12 April 2013 are entitled to attend the meeting. The list is maintained by Euroclear Finland Ltd. Shareholders whose shares have been entered in their personal book-entry accounts in Finland are registered on the company's list of shareholders. Shareholders who wish to participate in the Annual General Meeting must give advance notice of their participation. Such notice must arrive at the company no later than Friday, 19 April 2013 at 16.00. Advance notice of participation can be given: (a) using the form in the Investors section of the company's website at www.ixonos.com; (b) by email to yhtiokokous@ixonos.com; (c) by postal mail to Ixonos Plc, General Meeting, Hitsaajankatu 24, 00810 Helsinki, Finland; (d) by telephone, between 9.00 and 16.00 Finnish time, to Aila Mettälä at +358 40 531 0678 or +358 424 2231. When giving advance notice of participation, please state the shareholder's name, personal identity code, address and telephone number as well as the name of any assistant and the name and personal identity code of any proxy representative. Personal data provided to Ixonos Plc by its shareholders is used only in connection with the General Meeting and with processing the necessary registrations related to the meeting. 2. Assistants and proxy representatives Shareholders may participate in the meeting, and exercise their rights at the meeting, by way of proxy representation. The representative must produce a dated proxy document or other reliable evidence of his or her right to represent the shareholder. If several proxies represent the same shareholder based on shares held in different book-entry accounts, the shares on which each proxy's representation is based must be stated when giving advance notice of participation. Please furnish the company with any proxy documents as an email attachment (e.g. in PDF) or by postal mail, using the above-mentioned contact information for advance notice, before the deadline for advance notices of participation. 3. Holders of nominee-registered shares Holders of nominee-registered shares should in good time request from their custodians the necessary instructions on entry in the shareholder register as well as on proxy documents and on advance notice of participation in the General Meeting. If the holder of a nominee-registered share wishes to attend the meeting, the account operator of the custodian shall notify the shareholder for a temporary entry into the shareholder register no later than Friday, 19 April 2013 at 10.00. 4. Other information Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, shareholders who are present at the General Meeting are entitled to request information on matters to be dealt with by the meeting. On the day of convening the meeting, Ixonos Plc has 35,239,129 shares and votes. Helsinki, 20 March 2013 IXONOS PLC Board of Directors For additional information, please contact: Ixonos Plc, Esa Harju, President and CEO, tel. +358 40 844 3367, esa.harju@ixonos.com The financial statements of Ixonos Plc for the financial period 2012 have been published on the company's website at investor.ixonos.com. Distribution: NASDAQ OMX Helsinki Main media |
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