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2010-02-26 12:49:20 CET 2010-02-26 12:51:46 CET REGULATED INFORMATION Solteq Oyj - Company AnnouncementInvitation to the Annual General Meeting of shareholdersSOLTEC PLC STOCK EXCHANGE RELEASE 26.2.2010 Shareholders of Solteq Plc are hereby invited to the Annual General Meeting of Shareholders to be held on 26 March 2010 at 3 p.m. in the Company's premises, address Eteläpuisto 2, Tampere. MATTERS ON THE AGENDA OF THE GENERAL MEETING: A) Matters pertaining to the Annual General Meeting of Shareholders under Section 12 of the Articles of Association and the Companies Act. In addition to the matters under Section 12 of the Articles of Association and the Companies Act, the agenda will comprise ordinary actions required for the organization of a General Meeting. As a non-decisive matter, the agenda includes a review by the CEO in connection with the presentation of the annual report. Proposal on election of members of the Board of Directors: Shareholders representing more than 50 percent of the Company's total shares have announced that they propose to the General Meeting that six members of the Board of Directors shall be elected and that of the current Board members Ali U. Saadetdin, Seppo Aalto, Veli-Pekka Jokiniva, Markku Pietilä and Jukka Sonninen shall be re-elected. Sirpa Sara-aho is proposed as a new Board member. Ms Sara-aho is currently a business area director and member of executive board in Sponda Oyj. Previously, she has acted in Nordea Pankki Suomi Oyj and its predecessors mainly in Russian business operations. Ms Sara-aho is born in 1963 and she has a Diploma in Business and Administration. The proposed new board member has given her consent to the election. Resolution on the use of the profit The Board of Directors proposes to the General Meeting that a dividend of EUR 0.06 per share be paid from the financial year ended on 31.12.2009. The dividend will be paid to shareholders who on the record date of 31.3.2010 are registered as shareholders in the Company's shareholders' register held by Euroclear Finland Oy. The Board of Directors proposes that the dividend is paid on 9.4.2010. B) Other proposals by the Board of Directors to the General Meeting Authorizing the Board of Directors to decide on the purchase of the Company's own shares The Board of Directors proposes that the Board of Directors is authorized to decide on the purchase of the Company's own shares so that the total number in the Company's possession shall not exceed 10 percent of all shares of the Company. The shares can be purchased to improve the capital structure, to be used as a part of remuneration of personnel, to finance and execute business acquisitions and other business arrangements or to be further transferred or cancelled, and they can be purchased otherwise than in proportion to the shareholdings of the shareholders. The shares shall be purchased through public trading. The authorization is proposed to be effective until the next Annual General Meeting. Proposals to amend the Articles of Association The Board of Directors proposes to the General Meeting that Section 11 of the Articles of Association be amended so that notice to the General Meeting shall be issued no later than three weeks before the date of the General Meeting, however at least nine days before the record date of the General Meeting. Furthermore, the Articles of Association are proposed to be amended so that the notice to the General Meeting can alternatively be delivered, in addition to the current manners, by publishing the notice on the Company's website. DOCUMENTS OF THE GENERAL MEETING The annual report and other documents of the General Meeting will be available from 5.3.2010 in Company's premises in Tampere, address Eteläpuisto 2, 33200 Tampere. Copies of these documents will be sent to shareholders upon request. The documents are also available on the Company's website http://www.solteq.com/annual-reports <http://www.solteq.com/yhtiokokoukset> no later than 5.3.2010. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING The right to participate and registration Each shareholder who latest on 16.3.2010 is registered in the shareholders' register held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder who wants to participate in the General Meeting shall register for the meeting no later than on Monday 22.3.2010 at 4 p.m.by giving a prior notice of participation. Such notice can be given by regular mail to Solteq Plc, Eteläpuisto 2, 33200 Tampere, by telephone 040 8444 314, by telefax 020 1444 222 or by e-mail to tuula.savolainen@solteq.com<mailto:tuula.savolainen@solteq.com>. In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone and the name of possible assistant or proxy representative and the personal identification number of a proxy representative. All registrations shall arrive prior to the registration deadline. Possible proxy documents shall be delivered at registration. Holders of nominee registered shares A holder of nominee registered shares who wants to participate in the General Meeting shall be entered into the temporary shareholders' register on the record date of 16.3.2010. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares into the temporary shareholders' register of the Company at the latest on 22.3.2010 at 10 a.m. Other information Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder present at the General Meeting has the right to request information with on matters dealt with at the meeting. On the date of this notice 26.2.2010, the total number of shares and votes in Solteq Plc is 12.148.429. The Company holds 262.736 treasury shares, in respect of which voting rights cannot be used at the General Meeting. Tampere, 26 February 2010 Solteq Plc Board of Directors For further information please contact: Ali U. Saadetdin, Chairman of the Board Tel +358 20 1444 201 or Tel +358 40 8444 201, email ali.saadetdin@solteq.com <mailto:ali.saadetdin@solteq.com> Hannu Ahola, Managing Director Tel +358 20 1444 211 or +358 40 8444 211, e-mail hannu.ahola@solteq.com <mailto:hannu.ahola@solteq.com> Distribution: NASDAQ OMX Helsinki Major Media [HUG#1389019] |
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