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2007-03-01 07:29:21 CET 2007-03-01 07:29:21 CET REGULATED INFORMATION Larox Oyj - Notice to general meetingINVITATION TO LAROX CORPORATION ANNUAL GENERAL MEETING OF SHAREHOLDERSINVITATION TO LAROX CORPORATION ANNUAL GENERAL MEETING OF SHAREHOLDERS Larox Corporation shareholders are invited to the annual general meeting of shareholders to be held on Friday 30 March 2007 at 11 a.m. at Larox Corporation headquarters, address Tukkikatu 1, 53900 Lappeenranta. The matters to be handled in the annual general meeting of shareholders are: 1. According to paragraph 12 of the articles of association the routine matters of the annual general meeting of shareholders 2. Composition of the board of directors and auditors The shareholders who hold over 50 % of the number of votes the company shares give have informed that they will propose to the annual general meeting of shareholders that the following current members of the board of directors be elected to the board of directors for the term which lasts until the next annual general meeting of shareholders: Mr. Timo Vartiainen, Ms. Katariina Aaltonen, Mr. Teppo Taberman, Mr. Thomas Franck and Mr. Matti Ruotsala. For more information on the board member candidates, please visit the company's web pages www.larox.com/investors The same shareholders have also informed that they will propose to the annual general meeting of shareholders that the following current auditors continue until further notice: APA Kim Karhu and auditing society PricewaterhouseCoopers Oy, APA Kaija Leppinen with the main responsibility for the audit and APA Henrik Sormunen and APA Jarmo Alén as deputy auditors. 3. Payment of dividends Based on the proposal by the board of directors the dividend for the past fiscal year, which ended on 31 December 2006, is EUR 0.30 per share. Shareholders who are registered in the shareholders' registry maintained by the Finnish Central Securities Depository Ltd. on 4 April 2007, the matching day of dividend payment, are entitled to the dividend. The dividends will be paid on 13 April 2007. 4. Proposal by the board of directors to THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO authorize the board of directors to decide on repurchase of shares The board of directors proposes that the annual general meeting of shareholders authorize the board of directors to decide on repurchase of shares by using the company's unrestricted shareholders' equity. The proposed maximum number of shares in the authorization is 500.000 Larox Corporation B-series shares. The shares may be purchased in order to finance or carry out acquisitions or other business transactions, in order to develop the company's capital structure, to improve the liquidity of the Company's shares, to employee incentive plans, to be disposed for other purposes, or to be cancelled. The repurchases will be carried out through public trading, whereby the shares will be repurchased in another proportion than according to the holdings of the shareholders. The repurchase price must be based on the market price of the Larox Corporation B share in public trading. The repurchases of shares will be carried out at Helsinki Stock Exchange and according to their rules and instructions. The board of directors cannot realize the authorization of the repurchase of shares should the total number of the company's or its subsidiary's own or pledged shares exceed 10 per cent of all shares after the purchase. The authorization is valid 18 months from the resolution by the annual general meeting of shareholders. 5. The proposal by the board of directors to the annual general meeting of shareholders to authorize the board of directors to decide on share issue, AND/OR stock option rights OR other special rights that entitle to shares The board of directors proposes that the annual general meeting of shareholders authorize the board of directors to decide on shares, stock option rights or special rights referred to in the Finnish Companies Act chapter 10, paragraph 1 in one or more lots in such a way that based on the authorization the total maximum number of Larox Corporation B-series shares is 500 000. The board of directors may decide to give either new shares or own shares the company posesses. It is proposed that the authorization be used to finance and to carry out acquisitions or other business transactions and the company's investments, employee incentive plans or other purposes decided by the board of directors. The authorization includes the right to decide on share issue without a subscription price and the right to deviate from the shareholders' subscription right according to certain preconditions of the Companies Act. The authorization is valid for five years from the resolution by the annual general meeting of shareholders. Documents The copies of the financial statements and the proposals by the board of directors are available to the shareholders one week before the meeting at Larox Corporation headquarters. Copies of these documents are available on request. Participation Shareholders who are registered as shareholders in the shareholders' register maintained by the Finnish Central Securities Depository Ltd. no later than 20 March 2007 have the right to participate in the annual general meeting of shareholders. Notification of participation Shareholders who wish to participate in the annual general meeting of shareholders must notify the company no later than 23 March 2007 at 2 p.m. Notification can be made in writing to Larox Corporation, P.O. Box 29, 53101 Lappeenranta, by phone +358 5 668 8211, fax +358 5 668 8277 or email to tuula.poutanen@larox.com Possible powers of attorney or other authorizations are requested be given with the notification of participation. Lappeenranta 1 March 2007 LAROX CORPORATION Board of Directors For further information please contact Mr Timo Vartiainen, Chairman Tel. +358 (5) 668 8305, Fax. +358 (5) 668 8277 Email: timo.vartiainen@larox.com DISTRIBUTION: HELSINKI STOCK EXCHANGE, central MEDIA |
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