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2010-06-09 15:00:00 CEST 2010-06-09 15:00:02 CEST REGLERAD INFORMATION Neomarkka - Decisions of general meetingDECISIONS BY THE ANNUAL GENERAL MEETING OF NEOMARKKA PLCNEOMARKKA PLC STOCK EXCHANGE RELEASE 9 June 2010 at 16.00 DECISIONS BY THE ANNUAL GENERAL MEETING OF NEOMARKKA PLC ADOPTION OF THE ACCOUNTS AND DISCHARGE FROM THE LIABLITY Neomarkka Plc's Annual General Meeting (AGM) adopted the accounts for 2009 and granted the Company's Board of Directors and Managing Director discharge from responsibility for the period. DIVIDEND 2009 The AGM approved the proposal by the Board of Directors 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. REMUNERATION OF THE BOARD The AGM approved the proposed annual remuneration of EUR 10,000 for the members of the Board of Directors, EUR 12,500 for the deputy chairman of the Board of Directors, EUR 15,000 for the chairman of the Board of Directors, and an attendance remuneration of EUR 600 per each meeting for the Board of Directors and the committees. Furthermore, the AGM approved that the members of the Board of Directors be compensated for their travel expenses. The AGM approved 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 AGM decided that new members 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. ELECTION OF THE MEMEBERS OF THE BOARD The AGM approved the proposal that the number of members of the Board of Directors shall be six (6) and nominated the following persons be re-elected to the Board of Directors: chairman Matti Lainema, deputy chairman Pekka Soini and the members Ilpo Helander, Risto Kyhälä, Matti Lappalainen and Taisto Riski. No deputy members was elected. ELECTION OF THE AUDITOR The AGM approved the proposal 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. Futhermore, the AGM approved the proposal of the Board of Directors that the auditors' fees be paid as per reasonable invoice. ACQUISITION OF OWN SHARES The AGM approved the Board of Directors proposal 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 will be in force until the next Annual General Meeting. ISSUANCE OF SHARES AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES The AGM approved the Board of Directors proposal to authorize the Board of Directors 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 will be in force until the next Annual General Meeting. The authorizations will not revoke previous unused share issue authorizations. CHANGE ON THE ARTICLES OF ASSOCIATION The AGM approved the Board of Directors proposal to change the Company's Articles of Association as follows: 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. Neomarkka Plc Markku E. Rentto Managing Director FURTHER INFORMATION: Markku E. Rentto, MD, tel. +358 20 720 9191 Sari Tulander, CFO, tel. +358 20 720 9192 www.neomarkka.fi Neomarkka Plc's strategy is to invest mainly in industrial companies with similar synergic benefits. The aim of investments is with active ownership to develop the purchased companies and establish additional value. Returns are sought both through dividend flow and an increase in value. Neomarkka's B shares are listed on the NASDAQ OMX Helsinki main market. |
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