Ixonos - Company Announcement

IXONOS: THE DECISIONS OF THE ANNUAL GENERAL MEETING OF IXONOS PLC ON 2 APRIL 2014 AND THE DECISIONS OF CONSTITUTIVE MEETING OF THE BOARD OF DIRECTORS

Helsinki, Finland, 2014-04-02 18:00 CEST (GLOBE NEWSWIRE) -- Ixonos Plc        
 Stock Exchange Release          2 April 2014 at 19:00 




The Annual General Meeting of Ixonos Plc on 2 April 2014 adopted the company's
and Ixonos Group's financial statement for the financial period 1 January - 31
December 2013 and granted discharge from liability to the Members of the Board
of Directors and the CEO. 



Payment of dividend



The Annual General Meeting decided not to distribute dividend for the financial
year. 



The number of Members of the Board of Directors



The Annual General Meeting confirmed six (6) as the number of Board members.



The composition of the Board of Directors



Paul Ehrnrooth, Pertti Ervi, Matti Heikkonen, Samu Konttinen, Ilari Koskelo and
May Wiiala were re-elected as members of the Board of Directors. 



At its constitutive meeting following the Annual General Meeting, the Board of
Directors elected Pertti Ervi as Chairman of the Board and Paul Ehrnrooth as
Deputy Chairman. 



Accordingly, the members of the audit committee of the Board were selected in
the meeting. May Wiiala was elected as Chairman of the Audit Committee and
Matti Heikkonen and Samu Konttinen as its members. 



Remuneration of the members of Board of Directors



The General Meeting decided that the remuneration payable to the members of the
Board of Directors be kept unchanged as follows: Chairman of the Board receives
EUR 40,000 per year and EUR 500 per meeting, Deputy Chairman of the Board
receives EUR 30,000 per year and EUR 250 per meeting, and other Members receive
EUR 20,000 per year and EUR 250 per meeting. In addition, the Meeting decided
that remuneration for the meetings of the Board Committees is EUR 500 per
meeting for the Chairman of the Committee and EUR 250 per meeting for the
members of the committees. Travel expenses would be paid according to the
travel rules of the company. 



Auditor



Authorized Public Accounting firm KPMG Oy Ab, was elected as the company's
auditor, with Authorized Public Accountant Esa Kailiala as principal auditor.
It was decided that auditor's fees are paid against reasonable invoice. 



Board authorisations



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

shares



The Annual General Meeting authorised the Board to decide on a paid share issue
and on granting option rights and other special rights entitling to shares that
are set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies
Act or on the combination of some of the aforementioned instruments in one or
more tranches on the following terms and conditions: 



The number of shares to be issued under the authorisation may not exceed
15,200,000, 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 aforementioned authorisation, the Board of Directors
may decide on all terms and conditions applied to the share issue and to the
special rights entitling to shares. 



The Board of Directors are entitled to decide on crediting the subscription
price either to the company's share capital or, entirely or in part, to the
invested unrestricted 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 and to
carry out a system for incentives. 



The authorisation is effective until the Annual General Meeting held in 2015.



Authorising of the Board of Directors to acquire own shares



The Annual General Meeting authorised the Board to decide on acquiring or
accepting as pledge, a maximum of 7,585,830 own shares, which corresponds to
around 10 per cent of the company's total shares at the time of convening the
meeting, using the company's non-restricted equity. 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 the shares to execute corporate acquisitions or other
business arrangements related to the company's operations, to improve its
capital structure, or to otherwise transfer the shares or cancel them. 

The authorisation includes the right for the Board of Directors to decide on
all other matters related to the acquisition of shares. The authorisation is
effective until the Annual General Meeting held in 2015, yet no longer than
until 30 June 2015. 



Amendments to the Articles of Association



The Annual General Meeting decided that “Article 8 Notice of the General
Meeting” of the Articles of Association is the following: 



Notice of the General Meeting shall be published on the company's website at
the earliest three (3) months and at the latest three (3) weeks prior to the
General Meeting, yet always at least nine (9) days prior to the record date of
the General Meeting. In order to be entitled to attend the General Meeting, the
shareholder must notify the company of their attendance at the latest on the
date mentioned on the notice of meeting and given by the Board of Directors,
which may be ten (10) days prior to the meeting at the earliest. 





Ixonos Plc

The Board of Directors





For more information, please contact:

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





Distribution:

NASDAQ OMX Helsinki

Main media

www.ixonos.com

Attachments:

Ixonos_Decisions of Annual General Meeting 2.4.2014.pdf