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2009-02-27 14:54:54 CET 2009-02-27 14:55:55 CET REGULATED INFORMATION Ixonos - Notice to general meetingINVITATION TO THE ANNUAL GENERAL MEETINGIXONOS PLC STOCK EXCHANGE RELEASE 27 February 2009 INVITATION TO THE ANNUAL GENERAL MEETING The shareholders of Ixonos Plc are invited to the Annual General Meeting, which will be held on Thursday, 19 March 2009, from 17:00, in the Aida auditorium of Opus Business Park 3, Hitsaajankatu 20, 00810 Helsinki, Finland. The reception of participants will begin at 16:00, as will the coffee preceding the meeting. A. MATTERS TO BE CONSIDERED AT THE ANNUAL GENERAL MEETING The following items are on the agenda for the meeting: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to count votes 4. Recording the legality of the meeting 5. Recording of attendance; adoption of the list of votes 6. Presentation of the financial statements, report by the Board of Directors and audit report for 2008 - The President and CEO's review 7. Adoption of the financial statements 8. Resolution on the use of the profit shown on the balance sheet; distribution of dividend The Board of Directors proposes to the meeting that the profit for the financial period be recorded in the profit and loss account, and that no dividend be paid. 9. Discharge of the Members of the Board of Directors and the President and CEO from liability 10. Determining the fees to be paid to the Members of the Board of Directors The Nomination Committee proposes that the following fees be paid to the Board Members to be appointed: - Chairman of the Board of Directors: EUR 30,000 per year and EUR 500 per meeting, - Vice Chairman of the Board: EUR 22.500 per year and EUR 250 per meeting - Other Members of the Board: EUR 15.000 per year and EUR 250 per meeting - For the meetings of the Committees of the Board of Directors, it is proposed that a fee of EUR 500 per meeting be paid to the Chairman, and a fee of EUR 250 per meeting be paid to the Members. - Travel expenses would be paid according to the travel rules of the company 11. Determining the number of Members of the Board of Directors The Nomination Committee proposes that seven members be appointed to the Board of Directors. 12. Appointment of the Members of the Board of Directors The Nomination Committee of the Board of Directors proposes to the meeting that - the current Members of the Board of Directors Matti Järvinen, Tero Laaksonen, Matti Makkonen, Esko Siik and Markku Toivanen be re-appointed as Members of the Board, and that - Pertti Ervi and Peter Eriksson be appointed as new Board Members. Pertti Ervi (born 1957) is an independent consultant and investor. Mr Ervi is Chairman of the Boards of Digium Ltd, Inventure Oy and Nevtor Oy. He is also a member of the Boards of F-Secure Corporation, Forte Netservices Oy, Forte Groupservices Oy and Efecte Corp. Mr Ervi co-founded Computer 2000 Finland Oy and served as Managing Director for the company until 1995, after which he became CEO of the Computer 2000 Group in Munich, Germany. He was responsible for the Group's international operations until 2000, working in close cooperation with the management of major IT manufacturers such as Cisco, IBM, Intel, HP and Microsoft. Mr Ervi holds a B.Sc/Electronics degree from Swedish Institute of Technology in Helsinki, Finland. He has also completed several courses in finance and management. Peter Eriksson, M.Sc.(Econ.), born 1966, is Director, Business Development at investment company Turret Oy Ab, and MD as well as Board Member at its subsidiary Safety Communications International S.A. Peter Eriksson has been involved in international business development and commercial activities throughout his 15-year career. He has recently served at KPMG Consulting Oy from 1999 to 2001 as a management consultant focusing on the enterprise resource planning and supply chain management solutions areas, and thereafter until 2007 in Paris as Head of Finpro France, where his main activity was business development for Finnish enterprises in the French and European markets. Peter Eriksson is Member of the Board at the following companies: Con-Space Communications Inc. (Canada), Finance Link Oy (Finland), Safety Communications International S.A. (Belgium) as well as Safety Communications International UK Ltd, Lowe Electronics Ltd and Savox Communications UK Ltd (United Kingdom). 13. Determining the fee to be paid to the auditor The Board of Directors proposes that the fee of the auditor be paid according to a reasonable invoice. 14. Appointment of an auditor The Board of Directors proposes that KHT firm PricewaterhouseCoopers Oy be re-appointed as the company's auditor. The principal auditor designated by the audit firm would be Heikki Lassila, KHT auditor. 15. Authorization for the Board of Directors to decide on a share issue and on granting special rights entitling to shares The Board of Directors proposes that the Annual General Meeting authorize the Board to decide on issuing not more than 3,000,000 shares through a share issue and/or by granting stock options and/or other special rights entitling to shares, pursuant to chapter 10, section 1 of Finland's Limited Liability Companies Act (624/2006), in one or more batches. The Board may decide to issue either new shares, or existing shares possibly held by the company. The maximum share amount of the proposed authorization is equivalent to approximately 32.4 per cent of all companyshares at the time of convening the Annual General Meeting. The Board proposes that the authorization be used to finance or implement any corporate acquisitions or corporate arrangements, to strengthen the company's balance heet and financial position, or for other purposes decided by the Board, except to implement staff loyalty or incentive-option schemes. The authorization is proposed to include entitlement for the Board to decide on all terms and conditions of any share issue as well as on those of granting any special rights pursuant to chapter 10, section 1 of the Limited Liability Companies Act, including the recipients of shares or of special rights entitling to shares, as well as the consideration to be paid. Thus, the authorization also includes the right to issue shares or special rights through directed issue, that is, to deviate from the pre-emptive right of shareholders, under conditions specified by law. The authorization is proposed to repeal the corresponding previous authorizations, and to be effective until the Annual General Meeting of 2010, although not beyond 30 June 2010. 16. Closing of the meeting B. MEETING DOCUMENTS The aforementioned Board and Committee proposals that are on the meeting agenda, as well as this invitation, are kept available to the shareholders on Ixonos Plc's website at http://www.ixonos.com/en/investors/annual_gm_2009. The company's balance sheet book for 2008, including the financial statements, and their appendices, and the Board of Directors' report will be available on the company's website, mentioned in this section, not later than one week before the meeting, the audit report, too. Ixonos Plc's annual report will be published in week 16. The proposals of the Board and of the Committees as well as the financial statements will also be available at the meeting. Shareholders may request copies of the meeting documents by sending email to aila.mettala@ixonos.com, or by telephoning Aila Mettälä at +358 424 2231 or +358 40 531 0678. No separate invitation to the meeting will be sent to shareholders. C. INSTRUCTIONS FOR THE MEETING PARTICIPANTS 1. Right to attend; registration Those shareholders who are recorded on the company's shareholder list, maintained by Euroclear Finland Ltd, on Monday 9 March 2009, have the right to attend the meeting. Shareholders whose shares are entered on their personal book-entry account in Finland are recorded on the company's shareholder list. Shareholders who wish to participate in the Annual General Meeting must register for the meeting no later than 12 March 2009, at 15:00, by which time the registration must have arrived at the company. Registration for the meeting can be performed - on the company's website, by using the form at http://www.ixonos.com/en/investors/annual_gm_2009; - by email to yhtiokokous@ixonos.com; - by telefax to +358 206 050 223; - by postal mail to Ixonos Plc, Annual General Meeting, Hitsaajankatu 24, FI-00810 Helsinki, Finland, or - by telephone, between 09:00 and 15:30 Finnish time (07:00-13:30 UTC), to Aila Mettälä at +358 40 531 0678 or +358 424 2231. When registering, please state the name, personal identity code or Business ID, address and telephone number of the shareholder, as well as the name of any proxy representative and/or assistant. Personal information provided to Ixonos Plc by shareholders is used only in connection with processing the necessary registrations related to the meeting. Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, shareholders who are present at the meeting are entitled to request information regarding matters dealt with by the meeting. 2. Assistants and proxy representatives Shareholders may participate in the meeting, and exercise their rights at the meeting, by way of proxy representation. The representative must produce a dated proxy document or otherwise provide reliable evidence of their right to represent the shareholder. Please send any proxy documents in original to Ixonos Plc, Annual General Meeting, Hitsaajankatu 24, 00810 Helsinki, Finland, or by fax to +358 206 050 223, before the registration deadline. 3. Holders of nominee-registered shares In order to participate in the meeting, holders of nominee-registered shares must appear on the company's shareholder list as temporary shareholders on the record date, 9 March 2009. Holders of nominee-registered shares are advised to contact their custodians in order to request the necessary information on the shareholder list entry as well as on proxy documents and on registering for the meeting. 4. Other instructions and information On the day of convening the meeting, Ixonos Plc has a total of 9,253,089 shares and votes. Helsinki, 26 February 2009 IXONOS PLC BOARD OF DIRECTORS DISTRIBUTION NASDAQ OMX Helsinki Main media |
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