|
|||
2009-09-22 10:45:00 CEST 2009-09-22 10:45:01 CEST REGULATED INFORMATION Tiimari Oyj Abp - Notice to convene extr.general meetingNOTICE OF EXTRAORDINARY GENERAL MEETINGTiimari Plc STOCK EXCHANGE RELEASE 22 September 2009 at 11.45 NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is given to the shareholders of Tiimari Plc of the Extraordinary General Meeting, which will be held 19th October 2009 starting at 10.00 at Hotel Scandic Marski, Mannerheimintie 10, 00100 Helsinki. The reception of the enrolled will commence at 09.15. A MATTERS TO BE CONSIDERED AT THE GENERAL MEETING The following matters will be considered at the meeting: 1. Opening the meeting 2. Organisation of the meeting 3. Election of scrutinisers of the minutes and supervisors of the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and confirmation of the list of votes 6. Deciding on the board size and composition The nomination committee of the Board proposes an increase from the current six members to seven members and Mr. Markku Pelkonen (b. 1962) to be elected as a new member. Mr Pelkonen has worked as Senior Vice President, kiosk operations for Rautakirja Oy from 2001 to June 2009 and in other sales and marketing positions from the beginning of 1992. Prior to this, he worked in different sales positions for the Tradeka Valintatalo chain from 1985. Mr. Pelkonen has served as a member of the board for Tammer-Tukku Oy since 2006 and as a member of the Trade and Service Committee for the Helsinki Chamber of Commerce since the beginning of 2002. 7. The Board's proposal on the release of a convertible capital loan The Board proposes that the General Meeting would decide on a directed offer on a convertible capital loan for a maximum of 4.980.000 euros, deviating fom the pre-emptive subscription rights of the shareholders. The loan, of which a maximum of 83 60.000 euro nominal loan shares will be given, will be offered to mainly institutional and professional investors chosen by the Board. The emission rate of the loan would be 100% and the subscription period 20th - 21st October 2009. An annual fixed interest of 8% would be paid on the loan capital and the repayment date for full repayment of the loan would be 28th March 2013. The conversion rate shall be the weighted average price of the share in trading on Nasdaq OMX Helsinki Plc during 22nd September - 7th October 2009 increased by 5 percent, but at least 1.30 euro and at maximum 1.50 euro/ share. Thereby, the Company's total shares could due to the conversions rise by a maximum of 3.830.769 new shares. The company has received separate commitments from its biggest owner Atine Group Oy's parent company Virala Oy Ab, Assetman Oy and Baltiska Handels A.B, in which the aforementioned parties have according to proposed loan terms to subscribe a total of 3.540.000 euro of the loan amount. 8. Empowering the Board to decide on the share issue and the special rights related to the shares The Board proposes that the General Meeting would empower the Board to decide on the share issue and the special rights related to the shares referred to in Chapter 10, Section 1 of the Limited Liability Companies Act in one or several instalments, either against payment or without payment. The amount of shares to be issued, including the shares to be received based on special rights, shall not exceed 4.000.000 shares. The Board can decide to issue either new shares or shares possibly held by the company. The empowerment would entitle the Board to decide on all conditions for the share issue and the special rights related to the shares, including the right to derogate from the pre-emptive subscription rights of the shareholders. The empowerment is proposed to be used to strengthen the balance sheet and financial position of the company or other purposes decided by the Board. The empowerment is proposed to be enforceable until 30th April 2013. 9. Closing of the meeting B GENERAL MEETING DOCUMENTS The aforementioned proposals by the Board, this notice, the latest financial statements, annual report and auditor's report, the resolution on distribution of assets adopted subsequent to the expiration of the financial year ended 31st December 2008, the interim reports for the first and second quarter for this year and the statement by the Board on significant events occurring after the second quarter interim report having an essential effect on the position of the company are available on the company's webpage at www.tiimari.com by 28th September 2009 at the latest. The documents will also be available at the General Meeting and copies will be sent to shareholders upon request. The minutes of the General Meeting will be on display on the aforementioned webpage two weeks after the general meeting at the latest. C INSTRUCTIONS TO PARTICIPANTS 1. Right to participate and registration A shareholder, who on the record date of the General Meeting 7th October 2009 is registered as a shareholder in the company's shareholder register maintained by Euroclear Finland Ltd, is entitled to attend the meeting. A shareholder, whose shares are entered on behalf of the shareholder on his/her personal book-entry account is registered into the company's shareholder register. A shareholder wishing to participate in the General Meeting is required to register his/her participation no later than 12th October 2009 15.00, by which time the registration must have arrived at the company. One can register by letter to the company address Tiimari Plc/General Meeting 19th October 2009, Vanha Porvoontie 229, 01380 Vantaa, by email yhtiokokous@tiimari.fi, by telefax 03 812 9237 or by telephone Mon-Fri 09.00 - 16.00 +358400488926 (Elenius). During registration the participant shall present the name of the shareholder, personal identity number or company VAT number, address, telephone number and the name of a potential assistant attending the meeting. The personal details will only be used for the General Meeting and as part of any necessary administrative tasks relating to the registration. A shareholder present at the General Meeting has a right to request information on matters dealt with by the General Meeting in accordance to Chapter 5, Section 25 of the Limited Liability Companies Act. 2. Proxy representation and powers of attorney A shareholder may attend the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A shareholder may have several proxy representatives, who represent the shareholder with shares booked on different book-entry accounts. In such matters the shares represented by each proxy representative shall be notified in connection with the registration. The proxy representative must present a dated power of attorney or in some other way present proof of being entitled to represent the shareholder. Any powers of attorney are requested to be sent before the last date of registration in original to Tiimari Plc, Vanha Porvoontie 229, 01380 Vantaa. 3. Owner of a nominee registered share A shareholder, whose shares are nominee registered and who wishes to participate in the General Meeting, must register for temporary entry in the company's shareholder register by 12th October 2009 at the latest, if the shareholder, on the basis of the same shares, is entitled to be recorded in the shareholder register on the record date of the General Meeting 7th October 2009. A shareholder, whose shares are nominee registered, is considered to be registered to the General Meeting if he/she is temporarily entered in the shareholder register, as described above. A shareholder, whose shares are nominee registered, is advised to request necessary instructions regarding the registration for temporary entry to the shareholder register, the issuing of proxy documents and the registration for the General Meeting from his/her custodian bank. 4. Other information The company has on the date of the notice to the Extraordinary General Meeting a total of 16.474.755 shares and votes. Helsinki, 22nd September 2009 TIIMARI PLC The Board of Directors Further information: CEO Hannu Krook tel. + 358 (0)3 812911, e-mail hannu.krook@tiimari.fi Distribution: NASDAQ OMX Helsinki important news media www.tiimari.com The conditions of the convertible capital loan proposed to the extraordinary General Meeting by the Board are published as an attachment only the Finnish version of this stock exchange release. Tiimari Plc is a listed company. The group consists of two retail shop concepts: Tiimari and Gallerix. These two concepts do business in seven countries within the Baltic Sea region and there are altogether nearly 300 shops. Both concepts belong to the forerunners of their market segment. In the corporation there is also a company called Tiimore Oy which specialises in corporate gifts and sales promotion solutions. |
|||
|