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2013-02-25 12:45:00 CET 2013-02-25 12:45:34 CET REGULATED INFORMATION Vacon - Notice to general meetingNotice to the Annual General MeetingVacon Plc, Stock Exchange Release, 25 February 2013 at 1.45 pm (EET) Notice is given to the shareholders of Vacon Plc to the Annual General Meeting to be held on Tuesday, March 26, 2013 at 3.00 p.m. at Vaasan Ylioppilastalo (Domus Bothnica) at the address Yliopistonranta 5, 65200 Vaasa, Finland. The reception of persons who have registered for the meeting will commence at 2.00 p.m. A. MATTERS ON THE AGENDA OF THE GENERAL MEETING At the General Meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the annual accounts, the report of the Board of Directors and the Auditor's report for the year 2012 - Review by the President & CEO 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend Upon the recommendation of the Audit Committee, the Board of Directors proposes that a dividend of EUR 1.10 per share be paid from the profit in 2012. The dividend shall be paid to shareholders who on the dividend record date April 2, 2013, are recorded in the shareholders' register of the Company held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend is paid on April 9, 2013. 9. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors Upon the recommendation of the Remuneration and Nomination Committee, the Board of Directors proposes that the members of the Board of Directors to be elected be paid a basic fee of EUR 1,500 a month, and an additional fee of maximum EUR 3,000 a month, for the term of office ending at the close of the Annual General Meeting 2014. The additional fee is determined based on the development of the Group's revenues and operating profit for the fiscal year 2013. It is proposed that the Chairman of the Board of Directors is paid twice the basic fee and the additional fee of the members of the Board of Directors. In addition, the proposed remuneration for attendance at meetings of the Board of Directors' permanent committees is EUR 500 per meeting. The travel expenses of the members of the Board of Directors are proposed to be compensated in accordance with the Company's Travel Policy. 11. Resolution on the number of members of the Board of Directors Upon the recommendation of the Remuneration and Nomination Committee, the Board of Directors proposes that the number of members of the Board of Directors be seven. 12. Election of members of the Board of Directors Upon the recommendation of the Remuneration and Nomination Committee, the Board of Directors proposes that Pekka Ahlqvist, Jari Eklund, Jan Inborr, Juha Kytölä, Panu Routila, Mika Vehviläinen and Riitta Viitala be re-elected to the Board of Directors for the term of office ending at the close of the Annual General Meeting 2014. All the nominees have given their consent to the position and have stated as their intention, should they be elected, to elect Panu Routila Chairman and Mika Vehviläinen Vice Chairman of the Board, as recommended by the Remuneration and Nomination Committee. Jan Inborr, the current Chairman, has informed that he is no longer available for re-election as Chairman for the next term. Further information on the nominees is available on the website of the Company (www.vacon.com). The proposal of the Board of Directors is supported by shareholders representing more than 10 percent of the votes in the Company. 13. Resolution on the remuneration of the Auditor Upon the recommendation of the Audit Committee, the Board of Directors proposes that the remuneration for the Auditor to be elected be paid according to the Auditor's invoicing. 14. Resolution on the number of Auditors and the election of the Auditor Upon the recommendation of the Audit Committee, the Board of Directors proposes that the number of Auditors be one. Upon the recommendation of the Audit Committee, the Board of Directors furthermore proposes to the General Meeting that PricewaterhouseCoopers Oy, who has informed that Markku Katajisto (APA) will act as responsible auditor, be re- elected Auditor of the Company for the term of office ending at the close of the Annual General Meeting 2014. 15. Authorizing the Board of Directors to decide on the repurchase of the Company's own shares The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase of the Company's own shares in one or more installments as follows: The number of own shares to be repurchased shall not exceed 1,400,000 shares, which corresponds to appr. 9.2 percent of all of the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization. The Company, together with its subsidiaries, cannot at any point in time hold more than 10 percent of all the shares in the Company. Own shares can be repurchased by the Company at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The rules and guidelines of NASDAQ OMX Helsinki Oy and Euroclear Finland Ltd shall be followed in the repurchase. The Board of Directors shall be authorized to decide on the manner and other conditions for the repurchase of the Company's own shares. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased in deviation from the shareholders' pre-emptive rights (directed repurchase). The authorization is effective until June 30, 2014. The authorization cancels the authorization given by the General Meeting on March 27, 2012 to decide on the repurchase of the Company's own shares. 16. Authorizing the Board of Directors to decide on the issuance of shares The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as follows: The number of shares to be issued shall not exceed 1,529,500 shares, which corresponds to 10 percent of all the shares in the Company. The Board of Directors shall be authorized to decide on all conditions for the issuance of shares. The shares can be issued as a directed issuance of shares. The authorization includes also the right for the Board of Directors to sell or otherwise dispose of the Company's own shares held by the Company or its subsidiaries. The authorization is effective until March 26, 2018, and cancels the authorization given by the General Meeting on March 27, 2012, to decide on the issuance of shares. 17. Authorizing the Board of Directors to decide on donations The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on donations amounting to EUR 30,000 in total as a maximum. Such donations may be given in one or more installments. The Board will, at its discretion, decide upon receivers of donations, amounts and conditions of such donations. The authorization is effective until the close of the next Annual General Meeting. 18. Closing of the meeting B. DOCUMENTS OF THE GENERAL MEETING The aforesaid proposals relating to the agenda of the General Meeting as well as this notice are available on Vacon Plc's website at www.vacon.com. The Annual Report of Vacon Plc including the annual accounts, the report of the Board of Directors and the Auditor's report is available on said website no later than on March 5, 2013. The proposals for decisions and the annual accounts are also available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the same website as from April 9, 2013, at the latest. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. The right to participate and registration Each shareholder, who is registered in the shareholders' register of the Company held by Euroclear Finland Ltd. on the record date for the General Meeting, March 14, 2013, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company. A shareholder, who is registered in the shareholders' register of the Company and wishes to participate in the General Meeting, shall register for the meeting by giving a prior notice of participation. Such notice has to be received by the Company no later than on March 21, 2013, at 10.00 a.m and can be given: a) on the Company's website at www.vacon.com/agm2013 (as from 10.00 a.m. on February 26, 2013); b) by telephone +358 40 8371 278; or c) by regular mail to the address Vacon Plc, Maija Suutarinen, Runsorintie 7, 65380 Vaasa, Finland. In connection with the registration, a shareholder shall state his/her name, personal or business identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of such proxy representative. The personal data given to Vacon Plc is used only in connection with the General Meeting and with the processing of related registrations. The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation. Also media representatives are welcome to follow the meeting and are requested to register to the address sebastian.linko@vacon.com. 2. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on March 14, 2013, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by March 21, 2013 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the temporary shareholder's register of the Company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank well in advance. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above. Further information on these matters can also be found on the Company's website www.vacon.com. 3. Proxy representative and powers of attorney A shareholder may participate in the General Meeting and exercise his/her rights at the meeting also by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting. Possible proxy documents should be delivered in originals to the address Vacon Plc, Maija Suutarinen, Runsorintie 7, 65380 Vaasa, Finland before the end of the registration period. 4. Other information Pursuant to chapter 5, section 25 of the Companies' Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting. On the date of this notice to the general meeting, the total number of shares in Vacon Plc is 15,295,000 shares and the total number of votes in Vacon Plc is 15,295,000 votes. The Company holds 83,227 own shares, which do not have any voting rights at the General Meeting. Vantaa, February 25, 2013 VACON PLC THE BOARD OF DIRECTORS Vacon in brief Vacon is driven by a passion to develop, manufacture and sell the best AC drives and inverters in the world - and provide customers with efficient product lifecycle services. Our AC drives offer optimum process control and energy efficiency for electric motors. Vacon inverters play a key role when energy is produced from renewable sources. Vacon has production and R&D facilities in Europe, Asia and North America, and sales offices in 29 countries. Further, Vacon has sales representatives and service partners in nearly 90 countries. In 2012, Vacon's revenues amounted to EUR 388.4 million, and the company employed globally approximately 1,500 people. The shares of Vacon Plc (VAC1V) are quoted on the main list of the Helsinki stock exchange (NASDAQ OMX Helsinki). Driven by Drives, www.vacon.com Distribution: NASDAQ OMX Helsinki Financial Supervisory Authority Main media [HUG#1680777] |
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