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2007-03-29 14:18:00 CEST 2008-01-17 14:19:21 CET REGULATED INFORMATION Inion Oyj - Notice to general meetingNOTICE OF THE ANNUAL GENERAL MEETING OF INION OYInion Oy (“Inion” or the “Company”) NOTICE OF THE ANNUAL GENERAL MEETING OF INION OY The shareholders of INION Oy are hereby invited to the Annual General Meeting (AGM) of INION Oy to be held on 3 May 2007 at 11.00 a.m. (Finnish time) at the company's headquarters at Lääkärinkatu 2, Tampere, FI-33520, Finland. Attendees are invited to arrive for registration from 10.00 a.m. (Finnish time). The meeting will consider the following matters: AMENDMENT OF THE ARTICLES OF ASSOCIATION The Board of Directors proposes the following amendments to the Articles of Association: 3 §: Provision regarding the minimum and maximum share capital shall be removed. 4 §: Provision regarding the nominal value of the shares shall be removed. 5 §: Provisions regarding the record date shall be removed and content of the current provision shall be amended so that it only states that the shares of the company belong to the book-entry system. 6 §: Provision regarding the election of Directors and rotation shall be amended so that each Director is elected annually at the AGM and the term served by the Director will end at the end of the subsequent AGM. 10 §: Provision regarding the right to sign for the company shall be amended so that the “right to sign” is replaced with “representation” of the company in accordance with the Companies Act. In addition, the numbering of the provisions shall be amended accordingly. 2. MATTERS BELONGING TO THE ANNUAL GENERAL MEETING IN ACCORDANCE WITH 14 § OF THE ARTICLES OF ASSOCIATION Proposal of the Board of Directors regarding the distribution of profits The Board of Directors proposes that no dividend shall be paid from the financial year ended 31 December 2006. Board of Directors In accordance with the recommendation of the Nomination Committee of the Company, the Board of Directors proposes that the number of Directors shall be nine (9); and that Göran Ando, James Beery, Julien Cotta and Auvo Kaikkonen of the current Directors shall be elected as Directors; and that Peter Allen, David Anderson, Peter Jensen, Chris Lee and Markku Silén shall be elected as new Directors. 3. THE AUTHORISATION FOR THE BOARD OF DIRECTORS TO ISSUE SHARES The Board of Directors proposes that the AGM authorises the Board of Directors to issue no more than 6,913,015 new shares through issuance of shares in one or more issues. The proposed maximum number of shares corresponds to approximately nine (9) percent of the company's current total number of shares. The shares may be issued without consideration. The authorisation will be used to settle the company's equity-based incentive schemes so that a maximum number of 2,843,015 shares may be used to settle the CEO's equity-based incentive scheme and a maximum number of 3,700,000 shares may be used to settle the equity-based incentive scheme of key personnel. In addition, the authorisation may be used to issue a maximum number of 370,000 shares to the non-executive Directors as part of their remuneration. It is further proposed that the authorisation includes the right for the Board of Directors to resolve on all the terms and conditions of the issuance of shares including the right to deviate from shareholders' pre-emptive rights within the limits set by law. The authorisation shall be effective until further notice. The meeting materials The complete proposals by the Board of Directors and other documents required by the Companies Act are on display for the shareholders' inspection during a period of one week before the meeting on the company's website at the address www.inion.com and also at the company's headquarters in Tampere at Lääkärinkatu 2, FI-33520 Tampere, Finland. Copies of the documents are sent to the shareholder upon request. The right to attend the meeting Only those shareholders who are registered as shareholders of the company in the company's register of shareholders kept by the Finnish Central Securities Depository (Suomen Arvopaperikeskus Oy) on 23 April 2007 will be entitled to attend the AGM (in person or by proxy). Notice of attendance A shareholder who wishes to attend the AGM, either in person or by proxy, must give notice to the company by 30 April 2007 at 4 p.m. (Finnish time). This can be done to Ms. Marja Tähkänen either by e-mail to the address marja.tahkanen@inion.com, by facsimile to the number + 358 3 230 6604 or by mail to the company's address Lääkärinkatu 2, FI-33520, Tampere, Finland. Eventual proxies for representing a shareholder at the meeting must be delivered in original to the company at the company's address above on 30 April 2007 at 4 p.m. (Finnish time) at the latest. Temporary entry in the register of shareholders Crest Depository Interests A holder of Crest Depository Interests who wishes to attend the AGM in person or by proxy shall notify this to Computershare Investor Services PLC in accordance with the instructions sent by Computershare Investor Services PLC separately to each holder of Crest Depository Interests. Other shares registered in the name of a nominee A holder of shares registered in the name of a nominee who intends to use his/her/its right to attend the annual general meeting shall notify this to the custodian in accordance with the instructions given by the custodian. Tampere, on 26 March 2007 INION OY THE BOARD OF DIRECTORS |
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