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2010-02-11 12:06:00 CET 2010-02-11 12:07:24 CET REGULATED INFORMATION Okmetic Oyj - Notice to general meetingOKMETIC'S ANNUAL GENERAL MEETING TO CONVENE ON 7 APRIL 2010 AT 10 A.M.OKMETIC OYJ STOCK EXCHANGE RELEASE 11 FEBRUARY 2010 1 P.M. OKMETIC'S ANNUAL GENERAL MEETING TO CONVENE ON 7 APRIL 2010 AT 10 A.M. The board of directors of Okmetic Oyj has decided to give notice to the shareholders of the company to the annual general meeting to be held on Wednesday 7 April 2010 at 10.00 a.m. The meeting will be held in the auditorium of the Finnish Aviation Museum in Vantaa, Finland. The Finnish Aviation Museum is located at the grounds of the Helsinki-Vantaa International Airport at Tietotie 3. The registration and the distribution of voting tickets will commence at 9.30 a.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 scrutinise 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 2009 Review by the President 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The board of directors has decided to propose to the annual general meeting that a dividend of 0.05 euro per share be paid. The dividend will be payable to shareholders who are registered in the shareholder register maintained by the Euroclear Finland Ltd on the dividend record date, 12 April 2010. The board proposes that the dividend payments be made on Monday, 19 April 2010. 9. Resolution on the discharge from liability to the members of the board of directors and the President as well as the Deputy to the President 10. Resolution on the remuneration of the members of the board of directors Shareholders, who represent more than 30 percent of all shares and votes of the company, propose that the remuneration to the members of the board of directors will be kept unchanged, i.e. as follows: 1) the chairman will receive 34.800 euro per term 2) the vice chairman 26.100 euro per term and 3) other board members 17.400 euro per term, in addition to which the board members are only entitled to compensation for expenses associated directly with their work on the board. 11. Resolution on the number of members of the board of directors Shareholders, who represent more than 30 percent of all shares and votes of the company, propose that the general meeting decide to appoint five members to the board. 12. Election of the members of the board of directors Shareholders, who represent more than 30 percent of all shares and votes of the company, propose that Mr. Tapani Järvinen, Mr. Pekka Salmi, Mr. Henri Österlund and Mr. Hannu Martola shall be re-elected and Mr. Esa Lager be elected as a new board member. The candidates have given their consent to the appointments. Okmetic's long-serving vice chairman of the board Mr. Karri Kaitue has announced that he will not be available for re-election Mr. Esa Lager, M.Sc (Econ.), LL.M. was born in 1959. He is currently the Chief Financial Officer (CFO) of Outokumpu-Group and he has been the member of the Group Executive Committee since 2001. Before that he has been working, among other things, as corporate treasurer of Outokumpu and in various positions in the foreign operations of Kansallis Banking Group. Esa Lager is currently the Vice Chairman of the Board of Olvi Oyj and he has also previously been the member of the Board of Okmetic Oyj during years 1996-2000 and 2003-2008. 13. Resolution on the remuneration of the auditor The committee charged with appointing the company auditor proposes that the external auditor to be elected at the annual general meeting be reimbursed according to the auditor's reasonable invoice. 14. Election of auditor The committee charged with appointing the company auditor proposes that the general meeting decide to re-elect until the end of the next annual general meeting as the company auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, who have informed that Mr. Mikko Nieminen, Authorised Public Accountant, shall act as the principal auditor. The candidates have given their consent to the appointments. 15. Proposal by the board of directors to amend the articles of association The board of directors proposes to the annual general meeting that the following amendments be made to the articles of association of the company: - The restrictions regarding the number of shares in the company are removed from 3 §. - A clarification that the annual general meeting of shareholders may be held in addition to the domicile of the Company alternatively in Helsinki or in Espoo is added to 9 §. - 10 § is amended so that the notice to the general meeting shall be delivered no later than three (3) weeks in advance of the general meeting, however always at least nine (9) days prior to the record date of the general meeting and that the notice to the general meeting may be delivered to the shareholders by publishing the notice on the website of the company. 16. Authorising the board of directors to decide on the repurchase and/or the acceptance as pledge of the company's own shares The board of directors proposes to the annual general meeting that the board of directors be authorised to decide on repurchase and/or the acceptance as pledge of the company's own shares as follows: The aggregate number of shares repurchased and/or accepted as pledge on the basis of the authorisation may not exceed 1,688,750 shares, which represents approximately 10 percent of all the shares of the company. The company and its subsidiaries together cannot at any time own and/or hold as pledge more than 10 percent of all of the company's registered shares. Only unrestricted equity can be used to repurchase the company's own shares under the authorisation. Own shares can be repurchased at a price determined by public trading on the day of repurchase or at another market-based price. The board of directors can decide the method of repurchasing and/or accepting as pledge the company's own shares as well as the other terms and conditions. Derivatives, for example, can be used in the repurchase. Shares can be repurchased independently of the shareholders' proportional share holdings (directed repurchase). The authorisation is effective until the following annual general meeting of shareholders, however, no longer than until 7 October 2011. The authorisation shall cancel the authorisation granted at the extraordinary general meeting of 6 November 2008 regarding the repurchase of the company's own shares. 17. Authorising the board of directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares The board of directors proposes to the annual general meeting that the board of directors be authorised to decide on issuance of shares and special rights entitling to shares according to Chapter 10, section 1 of the Finnish Companies Act as follows: The aggregate number of shares issued on the basis of the authorisation may not exceed 3,377,500 shares, which represents approximately 20 percent of all the shares of the company. The board of directors is authorised to decide on all the terms and conditions of the issuance of shares and special rights entitling to shares. The authorisation relates to the issuance of new shares. Issuance of shares and special rights entitling to shares can be carried out as a directed issue. The authorisation is effective until the following annual general meeting of shareholders and shall not cancel the authorisation granted at the extraordinary general meeting of 6 November 2008 regarding the transfer of company's own shares. 18. Closing of the meeting B. DOCUMENTS OF THE ANNUAL GENERAL MEETING The aforementioned proposals relating to the agenda of the general meeting as well as this notice are available on Okmetic Oyj's website at http://www.okmetic.com/www/page/investors. The annual report of Okmetic Oyj, including the company's annual accounts, the report of the board of directors and the auditor's report, is available on the above-mentioned website and at the company's head office, address Piitie 2, Vantaa one week before the annual general meeting. The proposals and the annual accounts are also available at the 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 above-mentioned website as from 21 April 2010, at the latest. C. Instructions for the participants in the general meeting 1. The right to participate and registration Each shareholder, who is registered on the record date of the general meeting, Wednesday 24 March 2010, in the shareholder register of the company held by Euroclear Finland Ltd., 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 shareholder register of the company. A shareholder, who wants to participate in the general meeting, shall register for the meeting no later than Wednesday 31 March 2010 at 10.00 a.m. by giving a prior notice of participation. Such notice can be given: a) via email at shareholders@okmetic.com b) by telephone on +358 9 5028 0406 c) by letter, addressed to Okmetic Oyj Share Register, P.O.Box 44,FI-01301 Vantaa, Finland d) in person at the company´s head office at Piitie 2, Vantaa, room 5.1.31 during office hours from Monday to Friday between 8.00 a.m. and 4.00 p.m. In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Okmetic Oyj is used only in connection with the general meeting and with the processing of related registrations. 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. 2. Proxy representative and powers of attorney A shareholder may participate in the general meeting and exercise his/her rights at the meeting 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 securities 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 Okmetic Oyj, Share Register, P.O.Box 44, FI-01301 Vantaa before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholder register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholder register of the company no later than Wednesday 31 March 2010 at 10.00 a.m. Temporary registration into the shareholder register is deemed as a simultaneous registration for the general meeting. Further information on these matters can also be found on the company's website www.okmetic.com. 4. Other information On the date of this notice to the general meeting 11 February 2010, the total number of shares and votes in Okmetic Oyj is 16,887,500. OKMETIC OYJ BOARD OF DIRECTORS For further information, please contact: Senior Vice President, Finance Esko Sipilä, Okmetic Oyj, tel. +358 9 5028 0286, email: esko.sipila@okmetic.com Communications Manager Jenni Laine, Okmetic Oyj, tel. +358 9 5028 0509, email: jenni.laine@okmetic.com Distribution: NASDAQ OMX Helsinki Principal Media www.okmetic.com OKMETIC IN BRIEF Take it higher Okmetic is a technology company which supplies tailor-made silicon wafers for sensor and semiconductor industries and sells its technological expertise to the solar cell industry. Okmetic provides its customers with solutions that boost their competitiveness and profitability. Okmetic's silicon wafers are part of a further processing chain that produces end products that improve human interaction and quality of life. Okmetic's products are based on high-tech expertise that generates added value for customers, innovative product development and an extremely efficient production process. Okmetic has a global customer base and sales network, production plants in Finland and the US and contract manufacturers in Japan and China. Okmetic's shares are listed on NASDAQ OMX Helsinki under the code OKM1V. For more information on the company, please visit our website at www.okmetic.com. [HUG#1383525] |
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