Ixonos - Notice to general meeting

Ixonos: Notice of Ixonos Plc Annual General meeting

Helsinki, Finland, 2013-03-25 14:00 CET (GLOBE NEWSWIRE) -- Ixonos Plc         
Stock Exchange Release          25 March 2013 at 15:00 




NOTICE OF IXONOS PLC ANNUAL GENERAL MEETING



The shareholders of Ixonos Plc are convened to the Annual General Meeting of
the company. The meeting will be held on Wednesday, 24 April 2013, from 12.30,
in the Union Square auditorium at Event Arena Bank, Unioninkatu 22, Helsinki.
Entry to the meeting is through Havis Business Center. The reception of
participants will begin at 11.30, as will the coffee preceding the meeting. 



A. MATTERS TO BE DECIDED 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 scrutinise the minutes and to
count votes 

4.                    Recording the legality of the meeting

5.                    Recording of attendance; adoption of the list of votes

Presentation of the 2012 financial statements, including the consolidated
financial statements, the report of the Board of Directors and the auditor's
report, as well as of the review of the President and CEO. 

6.                    Adoption of the financial statements

7.                    Use of the profit shown on the balance sheet;
distribution of dividend 

The Board of Directors proposes that the distributable assets be left in
shareholders' equity and that no dividend for the financial period 2012 be paid
to shareholders. 

8.                    Discharge from liability of the members of the Board of
Directors and the President and CEO 

9.                    Determination of the fees to be paid to the members of
the Board of Directors 



The Nomination Committee proposes that the fees to be paid to the members of
the Board of Directors be kept unchanged as follows: 

- Chairman of the Board of Directors: EUR 40,000 per year and EUR 500 per
meeting 

- Vice Chairman of the Board of Directors: EUR 30,000 per year and EUR 250 per
meeting 

- Other members of the Board of Directors: EUR 20,000 per year and EUR 250 per
meeting 

- For the meetings of the committees of the Board of Directors: EUR 500 per
meeting to the chairman and EUR 250 per meeting to members. 



Travel expenses would be paid according to the travel rules of the company.


10. Determination of the number of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes that six ordinary
members be elected to the Board. 

11. Appointment of the members of the Board of Directors

The Nomination Committee proposes that Board members Paul Ehrnrooth, Pertti
Ervi, Matti Järvinen, Matti Heikkonen and Samu Konttinen be re-elected for the
term ending at the close of the next Annual General Meeting and that May Wiiala
be elected as a new Board member for the same term. 

May Wiiala is CFO of the International Division at ÅF. She has previously held
international finance and control positions in the Nokia group and in Nokia
Siemens Networks Oy. 



The nominees have agreed to serve if elected.

The nominees are presented in the Investors section of the company's website at
www.ixonos.com. 

Shareholders representing approximately 35 per cent of the company's shares and
votes have expressed their support for the proposal of the Nomination
Committee. 



12. Determination of the fee to be paid to the auditor

The Board of Directors proposes that the auditor be paid a fee in accordance
with a reasonable invoice. 



13.                 Appointment of an auditor

The Board of Directors proposes that KHT firm PricewaterhouseCoopers Oy be
reappointed as the company's auditor. The principal auditor designated by the
audit firm would be Markku Katajisto, KHT auditor. 



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

The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide on a rights issue, as well as on issuing stock options and
other special rights entitling to shares pursuant to chapter 10, section 1 of
the Limited Liability Companies Act (624/2006), under the following terms: 

The number of shares to be issued under the authorisation may not exceed
7,047,825, 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 authorisation, the Board of Directors is entitled to
decide on all terms of the rights issue and of the issue of special rights
entitling to shares. 

The Board of Directors is entitled to decide on crediting the subscription
price to the share capital or, entirely or partly, to the invested
non-restricted 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. 

The authorisation is proposed to be effective until the Annual General Meeting
2014. 

The decision requires a qualified majority of at least two thirds of the votes
cast and shares represented at the meeting. 



15. Authorisation of the Board of Directors to acquire own shares

The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide on acquiring, or accepting as pledge, a maximum of 3,524,000
own shares, using the company's non-restricted equity. This amount of shares is
equivalent to approximately 10 per cent of all company shares at the time of
convening the Annual General Meeting. 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 its own shares to execute corporate acquisitions or
other business arrangements related to the company's operations, to improve its
capital structure, to otherwise transfer the shares or to cancel them. 

The authorisation is proposed to include the right for the Board of Directors
to decide on all other matters related to the acquisition of shares. The
authorisation is proposed to be effective until the Annual General Meeting
2014. 

The decision requires a qualified majority of at least two thirds of the votes
cast and shares represented at the meeting. 



16.                 Closing of the meeting



B. MEETING DOCUMENTS

The following documents will be made available to the shareholders, in the
Investors section of Ixonos Plc's website at www.ixonos.com, not later than 21
days prior to the Annual General Meeting: the aforementioned Board and
committee proposals that are on the agenda for the meeting, the financial
statements of the company, the report of the Board of Directors, the auditor's
report and this notice. Those documents will also be available at the meeting.
In addition, copies will be mailed to shareholders who request them. Otherwise,
no separate notice of the meeting will be sent to shareholders. 



C. INSTRUCTIONS FOR PARTICIPANTS

  1. Right to attend; registration                                       

Shareholders who are registered on the company's list of shareholders on 12
April 2013 are entitled to attend the meeting. The list is maintained by
Euroclear Finland Ltd. Shareholders whose shares have been entered in their
personal book-entry accounts in Finland are registered on the company's list of
shareholders. 

Shareholders who wish to participate in the Annual General Meeting must give
advance notice of their participation. Such notice must arrive at the company
no later than Friday, 19 April 2013 at 16.00. Advance notice of participation
can be given: 



(a)                  using the form in the Investors section of the company's
website at www.ixonos.com; 

(b)                  by email to yhtiokokous@ixonos.com;

(c)                   by postal mail to Ixonos Plc, General Meeting,
Hitsaajankatu 24, 00810 Helsinki,  Finland; 

(d)                        by telephone, between 9.00 and 16.00 Finnish time,
to Aila Mettälä at +358 40 531 0678 or +358 424 2231. 

When giving advance notice of participation, please state the shareholder's
name, personal identity code, address and telephone number as well as the name
of any assistant and the name and personal identity code of any proxy
representative. Personal data provided to Ixonos Plc by its shareholders is
used only in connection with the General Meeting and with processing the
necessary registrations related to 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 other reliable evidence of his or her right to
represent the shareholder. If several proxies represent the same shareholder
based on shares held in different book-entry accounts, the shares on which each
proxy's representation is based must be stated when giving advance notice of
participation. Please furnish the company with any proxy documents as an email
attachment (e.g. in PDF) or by postal mail, using the above-mentioned contact
information for advance notice, before the deadline for advance notices of
participation. 



3.    Holders of nominee-registered shares

Holders of nominee-registered shares should in good time request from their
custodians the necessary instructions on entry in the shareholder register as
well as on proxy documents and on advance notice of participation in the
General Meeting. If the holder of a nominee-registered share wishes to attend
the meeting, the account operator of the custodian shall notify the shareholder
for a temporary entry into the shareholder register no later than Friday, 19
April 2013 at 10.00. 



4.    Other information

Pursuant to chapter 5, section 25 of the Limited Liability Companies Act,
shareholders who are present at the General Meeting are entitled to request
information on matters to be dealt with by the meeting. 



On the day of convening the meeting, Ixonos Plc has 35,239,129 shares and votes.



Helsinki, 20 March 2013




IXONOS PLC

Board of Directors



For additional information, please contact:

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


The financial statements of Ixonos Plc for the financial period 2012 have been
published on the company's website at investor.ixonos.com. 




Distribution:

NASDAQ OMX Helsinki

Main media

Attachments:

Ixonos_notice_AGM2013.pdf