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2007-03-02 08:58:38 CET 2007-03-02 08:58:38 CET REGULATED INFORMATION Ixonos - Notice to general meetingINVITATION TO THE ANNUAL GENERAL MEETINGIXONOS PLC STOCK EXCHANGE RELEASE 2.3.2007 INVITATION TO THE ANNUAL GENERAL MEETING The shareholders of Ixonos Plc are invited to the Annual General Meeting to be held on Thursday 22 March 2007 at 5.00 pm at Opus Business Park, auditorium Aida, Hitsaajankatu 20, 00810 Helsinki, i.e. the same address as the company’s main office. The following items are on agenda: 1. The issues pertaining to the Annual General Meeting pursuant to article 3 in chapter 5 of the Companies Act, as well as determining the fees of the Members of the Board of Directors and the auditors. 2. Authorizing the Board of Directors to decide on a share issue. The Board of Directors proposes that Annual General Meeting authorizes the Board to decide on the issue of no more than 1,500,000 shares through a share issue on one or more occasions. The Board may decide to issue new shares or own shares held by the company. The maximum number of shares included in the proposed authorization accounts for approximately 20.2 per cent of the company's entire share capital at the time of the release of the invitation to the Annual General Meeting. It is proposed that the authorization be used to finance or implement any corporate acquisitions or other arrangements, or for other purposes decided by the Board. It is proposed that under the authorization the Board of Directors will be entitled to decide on the terms and conditions of a share issue including the recipients of shares or special rights entitling to shares, and the compensation to be paid. Thus, the authorization includes the right to issue shares or special rights through private offering, i.e. to deviate from the shareholders' pre-emptive right subject to provisions of the law. It is proposed that the authorization is effective until the next Annual General Meeting, expiring on 30 June 2008 at the latest. 3. The authorization of the Board of Directors to acquire the company’s own shares The Board proposes that the Annual General Meeting authorizes the Board to decide on the acquisition of no more than 742.370 of the company’s own shares, provided that the company and its subsidiaries at no time hold more than 10 per cent of the company’s registered shares. Own shares can be acquired to develop the company’s capital structure, to finance acquisition or other corporate structuring or to be conveyed or cancelled. The minimum purchasing price of the shares to be acquired is the lowest market price noted in the public trading during the authorization period, and the maximum purchasing price is the highest price noted in the public trading during the authorization period. The Board of Directors will decide on the means of acquisition and other terms. The acquisition may deviate from the shareholders’ pre-emptive rights to acquire the company’s shares (directed acquisition), provided that weighty financial grounds exist. Under this authorization, own shares may only be acquired using non-tied equity. Thus, the share acquisition reduces the company's distributable non-tied equity. It is proposed that the authorization is effective until the next Annual General Meeting, expiring on 30 June 2008 at the latest. 4. The composition of the Board of Directors The Board’s Nomination Committee proposes the Board of Directors should have six (6) members and that the present Board, Tero Laaksonen, Eero Hurme, Seppo Jaatinen, Esko Siik, Matti Järvinen and Matti Makkonen, be elected to continue. 5. Election of auditor The Board proposes that PricewaterhouseCoopers Oy, Authorized Public Accounting Firm, continues as the company’s auditor. 6. Election of members to the Nomination Committee and fees According to the Corporate Governance code determined by the Board, the Nomination Committee comprises two (2) Members named by the Board and two (2) representatives of the shareholders, named by the Annual General Meeting, of whom one acts as Chairman of the Nomination Committee. Shareholders who represent about 25 per cent of the company’s shares and votes suggest that the Annual General Meeting elects Peter Ramsay of Special Mutual Fund Avenir, and Jari Kivihuhta of Nordea Nordic Small Cap Fund, to the Nomination Committee. As compensation, Ramsay and Kivihuhta would receive the same remuneration as the Nomination Committee members appointed by the Board of Directors. 7. The Board’s proposal to allocate the profit The Board proposes that of the profit for the financial period a dividend of EUR 0.27 per share be distributed to the shareholders, and that the remaining profit be carried over in shareholders’ equity. The dividends shall be distributed to the shares that are registered on the company’s shareholders list maintained by the Finnish Central Securities Depositary on the balance day 27 March 2007. The Board of Directors proposes that the dividend be paid on 4 April 2007. THE DISPLAY OF THE DOCUMENTS, THE RIGHT TO ATTEND, AND REGISTRATION The financial statement documents and the above proposals by the Board of Directors will be displayed in their entirety for one week preceding the Annual General Meeting at the company's main office, Hitsaajankatu 20, 00810 Helsinki, and on the company website http://www.ixonos.com. Shareholders may request copies of the aforementioned documents by emailing to aila.mettala@ixonos.com or by phone +358 40 531 0678. Those shareholders who have been registered in the company’s shareholder register maintained by the Finnish Central Securities Depositary on 12 March 2007 have the right to attend the Annual General Meeting. Holders of nominee-registered shares intending to participate in the Annual General Meeting should notify their custodian well in advance of their intention and comply with the instructions provided by the custodian. The registration must be in force on 12 March 2007. To have the right to attend the General Meeting, shareholders must notify the company no later than Monday 19 March 2007 at 4.00 pm either via the Internet by completing the registration form on the company’s website http://www.ixonos.com or by email to yhtiokokous@ixonos.com or by ground mail to Ixonos Plc/General Meeting, P.O. BOX 284, 00811 FI-Helsinki, or by fax to +358 2060 50223. Any proxies must arrive by the end of the registration period on 19 March 2007 by 4.00 pm at the address: Ixonos Plc/General Meeting, P.O. Box 284, 00811 FI-Helsinki, or to fax number +358 2060 50223, or at the meeting place before the start of the meeting. In Helsinki on 1 March 2007 IXONOS PLC THE BOARD OF DIRECTORS |
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