Ixonos - Company Announcement

IXONOS: THE DECISIONS OF THE ANNUAL GENERAL MEETING OF IXONOS PLC ON 29 APRIL 2015 AND THE DECISIONS OF CONSTITUTIVE MEETING OF THE BOARD OF DIRECTORS

Helsinki, Finland, 2015-04-29 13:16 CEST (GLOBE NEWSWIRE) -- Ixonos Plc        
 Stock Exchange Release          29 April 2015 at 14:15 


IXONOS: THE DECISIONS OF THE ANNUAL GENERAL MEETING OF IXONOS PLC ON 29 APRIL
2015 AND THE DECISIONS OF CONSTITUTIVE MEETING OF THE BOARD OF DIRECTORS 



The Annual General Meeting of Ixonos Plc on 29 April 2015 adopted the company's
and Ixonos Group's financial statement for the financial period 1 January - 31
December 2013 and granted discharge from liability to the Members of the Board
of Directors and the CEO. 



Payment of dividend

The Annual General Meeting decided not to distribute dividend for the financial
year. 



The number of Members of the Board of Directors

The Annual General Meeting confirmed six (6) as the number of Board members.



The composition of the Board of Directors

Paul Ehrnrooth, Pertti Ervi, Samu Konttinen, Ilari Koskelo and May Wiiala were
re-elected as members of the Board of Directors. Pekka Pylkäs was elected as a
new member. 

At its constitutive meeting following the Annual General Meeting, the Board of
Directors elected Paul Ehrnrooth as Chairman of the Board and Pertti Ervi as
Deputy Chairman. 

Accordingly, the members of the audit committee of the Board were selected in
the meeting. May Wiiala was elected as Chairman of the Audit Committee and
Ilari Koskelo and Samu Konttinen as its members. 



Remuneration of the members of Board of Directors

The General Meeting decided that the remuneration payable to the members of the
Board of Directors be kept unchanged as follows: Chairman of the Board receives
EUR 40,000 per year and EUR 500 per meeting, Deputy Chairman of the Board
receives EUR 30,000 per year and EUR 250 per meeting, and other Members receive
EUR 20,000 per year and EUR 250 per meeting. In addition, the Meeting decided
that remuneration for the meetings of the Board Committees is EUR 500 per
meeting for the Chairman of the Committee and EUR 250 per meeting for the
members of the committees. Travel expenses are paid according to the travel
rules of the company. 



Auditor

Authorized Public Accounting firm KPMG Oy Ab, was re-elected as the company's
auditor, with Authorized Public Accountant Esa Kailiala as principal auditor.
It was decided that auditor's fees are paid against reasonable invoice. 



Board authorisations



Authorising the Board of Directors to decide on share issues and on granting
special rights entitling to shares 

The Annual General Meeting authorised the Board to decide on a paid share issue
and on granting option rights and other special rights entitling to shares that
are set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies
Act or on the combination of some of the aforementioned instruments in one or
more tranches on the following terms and conditions: 



The number of shares to be issued under the authorisation may not exceed
40,596,706, 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 aforementioned authorisation, the Board of Directors
may decide on all terms and conditions applied to the share issue and to the
special rights entitling to shares. The Board of Directors are entitled to
decide on crediting the subscription price either to the company's share
capital or, entirely or in part, to the invested unrestricted 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 and to
carry out a system for incentives. 

The authorisation is effective until the Annual General Meeting held in 2016.



Authorising of the Board of Directors to acquire own shares



The Annual General Meeting authorised the Board to decide on acquiring or
accepting as pledge, a maximum of 20,298,353 own shares, which corresponds to
around 10 per cent of the company's total shares at the time of convening the
meeting, using the company's non-restricted equity. 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 the shares to execute corporate acquisitions or other
business arrangements related to the company's operations, to improve its
capital structure, or to otherwise transfer the shares or cancel them. 

The authorisation includes the right for the Board of Directors to decide on
all other matters related to the acquisition of shares. The authorisation is
effective until the Annual General Meeting held in 2016, yet no longer than
until 30 June 2016. 



Ixonos Plc



The Board of Directors



For more information, please contact:

Ixonos Plc, Esa Harju, President and CEO, tel. +358 40 844 3367,
esa.harju@ixonos.com 







Distribution:



NASDAQ OMX Helsinki

Main media

www.ixonos.com

Bifogade filer:

20150429 decissions of AGM and constitutive meeting of board of directos ENG.pdf