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2011-03-30 14:15:00 CEST 2011-03-30 14:15:02 CEST REGULATED INFORMATION PKC Group Oyj - Decisions of general meetingRESOLUTIONS OF PKC GROUP OYJ'S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORSPKC Group Oyj Company Announcement 30 March 2011 3.15 p.m. RESOLUTIONS OF PKC GROUP OYJ'S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS The Annual General Meeting of PKC Group Oyj held on 30 March 2011 adopted the annual accounts and resolved to pay a dividend of EUR 0.55 per share. The Board members and the CEO were discharged from liability for 2010. The General Meeting also resolved on the election and remuneration of the Board of Directors and the Auditor in accordance with Board's proposals. Proposals by the Board of Directors to authorise the Board of Directors to decide on share issue and upon donations to good causes were accepted. DIVIDEND The Annual General Meeting resolved to pay a dividend of EUR 0.55 per share. Dividend will be paid to shareholders who on the record date on 4 April 2011 are registered as shareholders in the Company's shareholders' register maintained by Euroclear Finland Ltd. The payment date is 11 April 2011. DISCHARGE FROM LIABILITY The Board members and the CEO were discharged from liability for 2010. BOARD OF DIRECTORS AND AUDITOR The number of Board members was confirmed to be 6. Matti Hyytiäinen, Outi Lampela, Endel Palla, Olli Pohjanvirta, Matti Ruotsala and Jyrki Tähtinen were re-elected as Board members. It was decided to pay the Chairman EUR 60,000 per term, Vice-Chairman EUR 45,000 per term and other members EUR 30,000 per term as well as travel and accommodation expenses related to Board meetings, in addition to which the chairman and members of the audit committee are paid an additional annual remuneration of EUR 5,000. Authorised public accountant firm KPMG Oy Ab, which has announced Virpi Halonen, APA, to be the Auditor with principal responsibility, was selected as auditor. Auditor's fees and travel expenses are paid in accordance with reasonable invoice. In the Board of Directors' organisation meeting Matti Ruotsala was appointed as the Chairman and Jyrki Tähtinen as Vice-Chairman. The Board evaluated the independence of its members and, according to evaluation, the majority of all directors (5 members: Hyytiäinen, Lampela, Pohjanvirta, Ruotsala and Tähtinen) are independent of the company and of its significant shareholders. In the Board of Directors' organisation meeting Outi Lampela was elected as the chairman of the Audit Committee and Matti Hyytiäinen and Olli Pohjanvirta as members. The Board also elected Matti Ruotsala as chairman of the Nomination Committee and Endel Palla and Jyrki Tähtinen as members. AUTHORISATON TO THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE The General Meeting resolved, in accordance with the Board of Directors proposal, to authorise the Board of Directors to decide on share issue and granting of special rights defined in Chapter 10, Section 1 of the Companies Act and all the terms and conditions thereof. A maximum total of 6,000,000 shares may be issued or subscribed for on the basis of authorisation. The authorisation includes the right to decide on directed share issue. The authorisation is in force for five years from the date of the General Meeting's decision. At Board of Directors' discretion the authorisation may be used e.g. in financing possible corporate acquisitions, inter-company co-operation or similar arrangement, or strengthening company's financial or capital structure etc. The authorisation revokes the authorisation granted on 29 March 2007. DONATIONS TO GOOD CAUSES The General Meeting resolved, in accordance with the Board of Directors proposal, to authorise the Board of Directors to decide on a donation of no more than EUR 150,000 to Finnish universities either directly by the company or through its subsidiaries. The authorisation would entitle the Board to make a more detailed decision on whether the sum is donated to one or more universities, as well as on other terms and conditions of the donation. The authorisation is effective until 30 June 2011. DOCUMENTS The documents of the General Meeting are available on the Company's website at www.pkcgroup.com. The minutes of the meeting will be available on the above-mentioned website as from 4 April 2011. PKC Group Oyj Board of Directors Harri Suutari President&CEO For additional information, contact: Harri Suutari, President & CEO, PKC Group Oyj, +358 400 384 937 DISTRIBUTION NASDAQ OMX Main media www.pkcgroup.com The PKC Group offers design and contract manufacturing services for wiring harnesses, cabling and electronics. The Group has production facilities in Finland, Brazil, China, Mexico, Poland, Estonia and Russia. The Group's net sales in 2010 totalled EUR 316.1 million. PKC Group Oyj is listed on NASDAQ OMX Helsinki Ltd. |
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