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2009-03-19 15:45:00 CET 2009-03-19 15:45:12 CET REGULATED INFORMATION Tiimari Oyj Abp - Notice to general meetingNotice of Annual General MeetingNOTICE OF ANNUAL GENERAL MEETING 19 March 2009 The shareholders of Tiimari Plc are invited to participate in the Annual General Meeting held on Tuesday, 7 April at 9.00 in the Scandic Hotel Marski in Mannerheimintie 10, 00100 Helsinki. The reception of persons registered for the meeting and serving of coffee will commence at 8.15. A. Matters on the agenda of the Annual General Meeting The agenda for the Annual General Meeting is as follows: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinise 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 financial statements, the report of the Board of Directors and the Auditor's report for the year 2008 - Review by the Managing Director 7. Adoption of the financial statements 8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend The Board of Directors proposes to the Annual General Meeting that the loss for the financial period totalling 1,585,287.88 be recorded in retained earnings and that no dividend be paid. 9. Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability 10. Resolution on the remuneration of the members of the Board of Directors The Nominating and Compensation Committee of the Board of Directors proposes that the remuneration payable to the members of the Board of Directors is as follows: - The Chairman and Vice Chairman EUR 2,000 per month - Each member of the Board EUR 1,200 per month - Compensation for meetings of Committees EUR 100 per meeting - Travel and accommodation costs are indemnified according to the Company's expense compensation rules. 11. Resolution on the number of members of the Board of Directors The Nominating and Compensation Committee of the Board of Directors proposes that 6 members be appointed to the Board of Directors. 12. Election of members of the Board of Directors The Nominating and Compensation Committee of the Board of Directors proposes that - Peter Seligson, Arja Hautanen, Juha Mikkonen and Alexander Rosenlew be re-elected as members of the Board of Directors; and that - Stora Enso Oyj's Deputy CEO, Master of Economic Sciences Hannu Ryöppönen (b. 1952) and former Deputy Managing Director of the ICA Group, professional board member Sven-Olof Kulldorff (b.1954) be elected to the Board as new members. Personal details of the proposed new members of the Board are presented on the Company's website under Investors at www.tiimari.com/investors (Annual General Meeting 7 April 2009). 13. Resolution on the remuneration of the Auditor The Audit Committee of the Board of Directors proposes that the auditor to be elected be reimbursed according to a reasonable invoiced amount. 14. Election of Auditor The Audit Committee of the Board of Directors proposes that KPMG Oy Ab continue as the Company's auditor. The auditing entity has appointed KHT Sixten Nyman as the auditor with principal responsibility. 15. Authorisation to the Board of Directors to decide upon new issues of shares and special rights to shares The Board of Directors Proposes that the Annual General Meeting authorise the Board of Directors to decide upon the issue of an aggregate maximum of 5,655,535 new shares in the form of a share issue and/or special rights (including stock options) entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act in one or more tranches. The Board of Directors may decide to issue either new shares or the Company's treasury shares that may be in the company's possession. The proposed maximum amount of the authorisation represents approximately 50% of all Company shares on the date on which the invitation to the Annual General Meeting was published. The authorisation is proposed to be used for financing and implementing potential acquisitions or other arrangements, consolidating the Company's balance sheet and financial situation, for implementing engagement and incentive compensation systems of new Board members, executives or other employees, or for any other purposes determined by the Board of Directors. Within the engagement and incentive compensation system, new Board members and the Company's new Managing Director could be granted an aggregate maximum of 500,000 stock options. The authorisation is proposed to entitle the Board of Directors to decide on any and all terms and conditions of share issues and the issuing of special rights pursuant to Chapter 10, Section 1 of the Finnish Companies Act, including the right to identify the beneficiaries of shares or of special rights entitling to shares and the right to determine the amount of consideration. The authorisation shall thus entitle the Board of Directors to directed issues of shares or special rights, i.e. to a deviation from the shareholders' pre-emptive right subject to the provisions of the applicable law. The authorisation is proposed to revoke all previous authorisations for share issues and remain in force until the next Annual General Meeting but not after 30.06.2010. 16. Closing of the meeting B. Documents of the Annual General Meeting The proposals by the Board of Directors mentioned on the agenda above, together with this Notice, are made available to shareholders on the Company's website at www.tiimari.com/investors (Annual General Meeting 7 April 2009). Tiimari Plc's financial statements, the annual report and the audit report will be available for review on the Company's website no later than on 31 March 2009. The proposals of the Board of Directors and Board Committees will also be available at the meeting, and copies of these documents and this Notice will be sent to shareholders upon request. The Notice of the Annual General Meeting will not be sent separately to shareholders. C. Instructions for the participants in the Annual General Meeting 1. The right to participate and registration A shareholder, who has been entered on 27 March 2009 into the Company's shareholder register held by Euroclear Finland Ltd, is entitled to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the Company's shareholder register. A shareholder wishing to participate in the Annual General Meeting shall register for the Meeting no later than on 31 March 2009 at 15.00. The notice shall reach the Company by the specified deadline. Such notice may be made - by mail to the address Tiimari Plc/AGM 7.4.2009, Vanha Porvoontie 229, FI-01380 Vantaa, Finland; - by e-mail to yhtiokokous@tiimari.fi; - by telefax to +358 3 812 9237; or - by calling from Monday to Friday at 8.00-16.00 to +358 800 92205 / registration to AGM. In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant. Personal information given by a shareholder will only be used in connection with the General Meeting and the related registration processing. Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Annual 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 Annual 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 Annual General Meeting. Original powers of attorney are requested to be sent to Tiimari Plc/AGM 7.4.2009, Vanha Porvoontie 229, FI-01380 Vantaa, Finland before the last date for registration. 3. Holders of nominee-registered shares A holder of nominee registered shares wishing to participate in the Annual General Meeting must be entered into the Company's shareholder register by the record date 27 March 2009 of the meeting. A holder of nominee-registered shares is advised to request necessary instructions regarding the registration in the Company's shareholder register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. 4. Other instructions and information At the date of this Notice, the total number of shares and votes in Tiimari Plc is 11,311,070. Helsinki 19 March 2009 TIIMARI PLC THE BOARD OF DIRECTORS |
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