2010-05-12 09:30:00 CEST
2010-05-12 09:30:01 CEST
BIRTINGARSKYLDAR UPPLÝSNINGAR
Neomarkka - Notice to general meeting
NOTICE TO THE ANNUAL GENERAL MEETING OF NEOMARKKA PLC
NEOMARKKA PLC STOCK EXCHANGE RELEASE 12 May 2010 at 10.30 a.m. NOTICE TO THE ANNUAL GENERAL MEETING OF NEOMARKKA PLC The Annual General Meeting of Neomarkka Plc will be held on Wednesday, 9 June 2010 at 14:00 at Niinistönkatu 8-12, 05800 Hyvinkää, Finland. The registration to the meeting will start at 13:00. A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING At the general meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of person to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the annual accounts, consolidated annual accounts, the report of the Board of Directors and review by the Managing Director for the year 2009 7. Presentation of the auditor's report 8. Adoption of the annual accounts including consolidated annual accounts 9. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The board of directors proposes that a dividend of EUR 0.25 per share will be distributed on the company's A and B shares for the year 2008. The dividend will be paid to a shareholder registered in the company's shareholder register maintained by the Euroclear Finland Oy on the dividend record date, 14 June 2010. The board of directors proposes that the dividend be paid on 21 June 2010. 10. Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability 11. Resolution on the remuneration of the members of the Board of Directors and the auditors and the basis for compensation of costs The shareholders currently representing over 50 percent of the votes, propose the following: It is proposed that the members of the Board be paid an annual remuneration of EUR 10,000, the deputy chairman of the Board an annual remuneration of EUR 12,500, the chairman of the Board an annual remuneration of EUR 15,000, and the Board and the committees an attendance remuneration of EUR 600 per each meeting. Furthermore, it is proposed that the members of the Board be compensated for their travel expenses. In addition, it is proposed that the members of the Board be paid a bonus based on the development of the company's B share price, the amount of which is EUR 2,000 for the chairman of the Board and EUR 1,000 for the ordinary members of the Board, multiplied by annual return based on the stock price development of Neomarkka Plc's class B share for the period May 2010 - May 2011. Should the annual return exceed 50 percent, the bonus shall be paid in accordance with 50 percent. Furthermore, the persons to be elected in Neomarkka Plc's Board of Directors shall undertake to acquire shares in the company by a minimum of EUR 30,000 during the year 2010. A member of the Board shall not transfer the class B shares so acquired prior to 31 December 2012. The Board of Directors proposes that the auditors' fees be paid as per reasonable invoice. 12. Resolution on the number of members of the Board of Directors and deputy members The above mentioned shareholders propose to the Annual General Meeting that the number of members of the Board of Directors be confirmed at six (6) and that no deputy members will be elected. 13. Election of the chairman and the deputy chairman and members of the Board The above mentioned shareholders propose to the Annual General Meeting that following persons be re-elected to the Board of Directors: Matti Lainema, chairman Pekka Soini deputy chairman, Ilpo Helander, Risto Kyhälä, Matti Lappalainen and Taisto Riski. 14. Election of auditor The above mentioned shareholders propose that Authorized Public Accountants Ernst & Young Ltd, with Authorized Public Accountant Heikki Ilkka as responsible auditor, be elected as the auditor of the company for a term that expires at the end of the Annual General Meeting of 2010. 15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares The Board of Directors proposes that it be authorized to decide on acquisition of the company's own shares by using the assets from the company's unrestricted equity so that the maximum number of class B shares to be acquired is 588,076. The proposed amount corresponds to approximately 9.77 percent of all the shares in company and in total ten percent of the company's class B shares. The shares will be acquired through public trading arranged by NASDAQ OMX Helsinki in accordance with its rules, and the consideration to be paid for the shares to be acquired must be based on market price. The company may acquire B class shares directly from a shareholder by entering into a contractual trade, provided that the number of class B shares to be acquired via contractual trade is at least 15,000 and that the consideration to be paid for the shares is equal to the prevailing market price in NASDAQ OMX Helsinki at the time of the acquisition. When carrying out the acquisition of the company's own shares, derivatives, share lending and other contracts customary to the capital markets may be entered into within the limits set by law and regulations. The authorization entitles the Board of Directors to decide on the acquisition in a proportion other than that of the shares held by the shareholders (directed acquisition). The shares are acquired to be used in order to carry out acquisitions or other arrangements within the scope of the company's business operations, to improve the company's capital structure, as part of implementing the company's incentive schemes, or to be further transferred for other purposes or to be cancelled. The Board of Directors is entitled to decide on all other matters pertaining to the acquisition of the company's own shares. The authorization is proposed to remain in force until the next Annual General Meeting. 16. Authorizing the Board of Directors to decide on the issuance of shares as well as other special rights entitling to shares The Board of Directors proposes that the Annual General Meeting authorize the Board to decide on an issue of new class B shares and on a transfer of class B treasury shares held by the company either against or without payment. The new class B shares may be issued and the class B treasury shares held by the company may be transferred to the shareholders of the company in proportion to their shareholdings or in deviation from the shareholders' pre-emptive rights if there is a weighty financial reason for the company to do so. The Board of Directors may also decide on a share issue to the company itself without payment. The Board of Directors also proposes that the Board be authorized to issue special rights referred to in Chapter 10, section 1 of the Finnish Companies Act entitling the holder to receive new shares in the company or class B treasury shares held by the company against payment. The maximum number of new class B shares, including shares to be issued under special rights, may amount to a total of 1,176,152 shares, at maximum. The maximum number of class B treasury shares held by the company that are subject to the transfer may total 588,076 shares. The Board of Directors is entitled to decide on all other matters pertaining to the issuance of shares as well as other special rights entitling to shares. The authorizations are proposed to remain in force until the next Annual General Meeting. The authorizations will not revoke previous unused share issue authorizations. 17. Proposal by the Board of Directors to amend the articles of association The Board of Directors proposes to the Annual General Meeting that articles 3§ Field of operations, 9§ Authorization to sign for the Company, 13 § Shareholders' meeting, 14 § Invitation to the shareholders' meeting 3 § Field of operations The Company operates directly or through subsidiaries and associated companies in the manufacturing industry producing semi-manufactured or end-use products. The Company may also engage in other industrial operations or other business activities and in research and development operations. The Company or subsidiaries and associated companies of the Company can conduct business both in Finland and abroad. The Company can also engage in business under its auxiliary names. The Company may also manage and own stocks, shares and other securities and properties, supervise the operations of its subsidiaries, associated companies and units, centrally manage the group's operational, strategic, administrative, financial, risk management, accounting and other services to subsidiaries and associated companies and plan and carry out new economically appropriate investments. The Company may also carry out financing operations and acquire, own, manage and trade in real estate, securities and other financing instruments. 9 § Representing the Company The Company is represented by the Chairman of the Board of Directors and Managing Director of the Company alone and two members of the Board of Directors together. The Board of Directors decides on procurations or authorisations to represent the Company for a certain individual. 13 § Shareholders' meeting The ordinary Annual General Meeting of the Shareholders is held annually on a date determined by the Board of Directors, no later than the end of June. An extraordinary shareholders' meeting is convened when the Board of Directors decide it is necessary, or the author, or shareholders representing at least one tenth (1/10) of all shares require it in writing for the deliberation of a specific issue. The Annual General Meeting and any extraordinary shareholders' meetings will be held in the domicile of the Company or in Helsinki. 14 § Invitation to the shareholders' meeting The invitation to a shareholders' meeting is published in at least one national newspaper decided by the Board of Directors, no earlier than three (3) months and no later than three (3) weeks prior the meeting but however, nine (9) days prior to the record date for the shareholders' meeting as referred to in chapter 4 section, 2 (2) of the Limited Liability Companies Act. In order to be allowed to participate in a shareholders' meeting, shareholders must register with the company at the latest on the date specified in the invitation to the meeting. This date may not be earlier than ten (10) days prier to the meeting. 18. Closing of the Meeting B. DOCUMENTS OF THE GENERAL MEETING The proposals of the board of directors and its committees relating to the agenda of the general meeting as well as this notice are available on Neomarkka Plc's website at www.neomarkka.fi > Releases > Other information. The annual report of Neomarkka Plc, including the company's annual accounts, the report of the board of directors and the auditor's report, is available on the above-mentioned website www.neomarkka.fi. The proposals of the board of directors and the annual accounts 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 16 June 2010. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. The right to participate and registration In order to attend the general meeting, the shareholders must be registered as the company's shareholders in Neomarkka Plc's shareholder register maintained by Euroclear Finland Oy on 28 May 2010, at the latest. A shareholder who wants to participate in the general meeting shall register for the meeting no later than 3 June 2010 before 16:00, at the latest, by giving a prior notice of participation. Such notice can be given: a) by e-mail neomarkka@neomarkka.fi; b) by telephone +358 207 209 195; c) by telefax +358 9 6844 6531 or d) by regular mail to address Neomarkka Plc, Aleksanterinkatu 48 A, 00100 Helsinki, Finland. The registration must arrive before the end of the registration period. In connection with the registration, a shareholder shall notify his/her name, personal or business identification number, address, telephone number and the name of a possible assistant. The personal data given to Neomarkka Plc is used only in connection with the general meeting and with the processing of related registrations. 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. 2. Proxy representative and powers of attorney 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 at the general meeting. When a shareholder participates in the shareholders' meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares represented by each proxy representative shall be identified in connection with the registration fo the shareholders' meeting. Possible proxy documents should be delivered in originals to the address Neomarkka Plc, Aleksanterinkatu 48 A, 00100 Helsinki, Finland before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares who wants to participate in the general meeting must be entered into the shareholders' register of the company on the record date 28 May 2009 of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register held by Euroclear Finland Oy, of the Company on June 4, 2010 by 10.00 a.m. (Finnish time) With respect to nominee registered shares the temporary entry into the shareholders' register is considered as registration for the Annual General Meeting. 4. Other information On the date of this notice to the Annual General Meeting 12 May 2010, the number of A-shares in Neomarkka Plc is 139,600 shares, representing a total of 2,792,000 votes, and the number of B-shares is 5,880,760 shares, representing a total of 5,880,760 votes. Helsinki, 12 May 2010 Neomarkka Plc The Board of Directors Sari Tulander CFO FURTHER INFORMATION Markku E. Rentto, Managing Director, tel. +358 207 209 191 www.neomarkka.fi
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