2016-03-14 16:45:00 CET
2016-03-14 16:45:00 CET
BIRTINGARSKYLDAR UPPLÝSNINGAR
Ixonos - Notice to general meeting
NOTICE OF IXONOS PLC’S ANNUAL GENERAL MEETING
Helsinki, Finland, 2016-03-14 16:45 CET (GLOBE NEWSWIRE) -- Ixonos Plc Stock Exchange Release 14 March 2016 at 17:45 NOTICE OF IXONOS PLC’S ANNUAL GENERAL MEETING The shareholders of Ixonos Plc are convened to the Annual General Meeting of the company. The meeting will be held on Thursday 7 April 2016 at 16:00 at the Opus Business Park 3 in auditorium Aida at address Hitsaajankatu 20, FI-00810, Helsinki. The reception of participants will begin at 15:00, as will the coffee service preceding the meeting. A. MATTERS TO BE DECIDED AT THE ANNUAL GENERAL MEETING The following items are on the agenda for the meeting: 1. Opening the meeting 2. Calling the meeting to order 3. Election of persons to scrutinise the minutes and to count votes 4. Recording the legality of the meeting 5. Recording of attendance and adoption of the list of votes 6. Presentation of the 2015 financial statements, including the consolidated financial statements, the annual report and the auditor’s report, as well as of the review of the Managing Director 7. Adoption of the financial statements 8. Use of the profit shown on the balance sheet and deciding on distribution of dividend The Board of Directors proposes that distributable assets be left in the equity and that no dividend for the financial period 2015 be paid to shareholders. 9. Discharge from liability of the members of the Board of Directors and the Managing Directors 10. Determination of the fees of the members of the Board of Directors The company’s largest shareholder Tremoko Oy Ab, whose total share of the company’s shares and votes is approximately 82.2 per cent, suggests that fees paid to the elected members of the Board of Directors remain unchanged, so that they are as follows: • Chairman of the Board: EUR 40,000/year and EUR 500/meeting • Deputy Chairman of the Board: EUR 30,000/year and EUR 250/meeting • Members of the Board of Directors: EUR 20,000/year and EUR 250/meeting • For the meetings of a Board committee, EUR 500/meeting to the Chairman and EUR 250/meeting to a member It is proposed that travel expenses be reimbursed in accordance with the company’s regulations concerning travel reimbursements. 11. Determining of the number of members of the Board of Directors Under the Articles of Association, the company’s Board of Directors must have at least 5 and at most 9 members. The company does not have a Nomination Committee, and the company’s largest shareholder Tremoko Oy Ab, whose total share of the company’s shares and votes is approximately 82.2 per cent, has stated it will propose the number of Board members. The company will inform the General Meeting of Tremoko Oy Ab’s proposal later, after receiving it. 12. Appointment of the members of the Board of Directors The company does not have a Nomination Committee, and the company’s largest shareholder Tremoko Oy Ab, whose total share of the company’s shares and votes is approximately 82.2 per cent, has stated it will propose the persons to be elected as Board members. The company will inform the General Meeting of Tremoko Oy Ab’s proposal later, after receiving it. 13. Determination of the fee of the auditor Based on the proposal of the Audit Committee, the Board of Directors proposes that the auditor be paid a fee in accordance with a reasonable invoice. 14. Appointment of the auditor Based on the proposal of the Audit Committee, the Board of Directors proposes that KHT audit firm KPMG Oy Ab be reappointed as the company’s auditor. The principal auditor designated by the audit firm would be Esa Kailiala, KHT auditor approved by the Finland Chamber of Commerce. 15. Authorising the Board of Directors to decide on share issues and on granting special rights entitling to shares The Board of Directors proposes that the General Meeting authorise 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 90,000,000, which corresponds to approximately 25 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, such as that the payment of the subscription price may take place not only by cash but also by setting off receivables that the subscriber has from the company. The Board of Directors shall be 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 the company to do 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 an incentive scheme. The authorisation is proposed to be effective until the Annual General Meeting held in 2017, yet no further than until 30 June 2015. The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting. 16. Authorisation of the Board of Directors to acquire own shares The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on acquiring or accepting as pledge, using the company’s non-restricted equity, a maximum of 35,356,488 own shares, which corresponds to around 10 per cent of the company’s total shares at the time of convening the meeting. The acquisition may take place in one or more tranches. The acquisition price will not exceed the highest market price of the share 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 in the capital market, within the limits set out in 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 further transfer the shares or cancel them. The authorisation is proposed to include the right for the Board of Directors to decide on all other matters related to the acquisition of shares. The authorisation is proposed to be effective until the Annual General Meeting held in 2017, yet no further than until 30 June 2017. The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting. 17. Directing convertible bonds and related option or other special rights referred to in Chapter 10 Section 1(2) of the Limited Liability Companies Act to Tremoko Oy Ab for subscription The Board proposes that the General Meeting decides on directing a convertible bond with a capital of EUR 9,200,000.95 (“Loan”) and attached option or other special rights referred to in Chapter 10 Section 1(2) of the Limited Liability Companies Act (“Special Rights”) to be subscribed for by Tremoko Oy Ab (“Tremoko”) in derogation from the pre-emptive subscription right of the shareholders in accordance with and under the terms and conditions concerning the Loan and Special Rights (“Terms”), which are appended to the notice of the General Meeting. The Special Rights entitle Tremoko or the holder of the Special Rights at the time to subscribe for at most 131,428,585 new Ixonos Plc shares in accordance with the Terms. The Loan and attached Special Rights would be issued in order to strengthen the Company’s working capital and reorganise the capital structure as well as lower financing costs. Hence, there are weighty financial reasons for taking the Loan and granting the Special Rights. The Loan’s issuing price and conversion price have been defined on market terms. The main terms of the Terms of the Loan and the Special Rights are the following: · The amount of the Loan is EUR 9,200,000.95. · A annual interest of Euribor 6 months (at least ≥ 0 %) + 4.0 per cent is paid on the principal of the Loan. · The conversion option attached to the Loan entitles to a maximum amount 131,428,585 of new Company shares. · The rate of conversion is fixed at EUR 0.07, and it shall be revised as set out in the Terms. · The loan period is 8 April 2016 - 8 April 2020 so that as of 8 April 2016 altogether EUR 1,700,000.05 of the loan will be paid biannually in five tranches of EUR 340,000.01 and additionally on 8 April 2020, the remaining loan, altogether EUR 7,500,000.90, will be paid in a one-off payment. · Tremoko may pay the subscribed Loan and attached Special Rights not only in cash but also by setting off receivables it has from the company. If Tremoko subscribed for the maximum amount of 131,428,585 new shares on the basis of the Loan, Tremoko’s ownership would rise from approximately 82.17 per cent to approximately 87 per cent after the conversion. The decision concerning the Loan and directing the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting. 18. Closing of the meeting B. MEETING DOCUMENTS The following documents will be made available to the shareholders in the “Investors” section of Ixonos Plc’s website at www.ixonos.com no later than 21 days prior to the General Meeting: the aforementioned Board and committee proposals that are on the agenda for the meeting, the financial statements of the company, the annual report, the auditor’s report, and this notice. The said documents will also be available at the General Meeting. In addition, copies of the said documents and of this notice will be mailed to the shareholders who request them. Otherwise, no separate notice of the meeting will be sent to the shareholders. C. INSTRUCTIONS FOR PARTICIPANTS 1. Right to attend and registration Shareholders who are on Thursday 24 March 2016 registered on the company’s list of shareholders, maintained by Euroclear Finland Oy, are entitled to attend the meeting. Shareholders whose shares have been entered in their personal book-entry accounts in Finland are registered on the company’s list of shareholders. Shareholders who wish to attend the General Meeting must give advance notice of their attendance, and the company must receive such notice no later than by 16:00 on Monday, 4 April 2016. Advance notice of attending may be given: a) using the form located in the “Investors” section of the company’s website at www.ixonos.com; b) by email to yhtiokokous@ixonos.com; c) by mail to Ixonos Plc / General Meeting, Hitsaajankatu 24, FI-00810 Helsinki, Finland; or d) by telephone between 9:00 and 16:00 to Aila Mettälä at +358 40 531 0678 or +358 424 2231. When giving advance notice of the attendance, please state the shareholder’s name, personal identity code, address and telephone number and the name and personal identity code of any assistant or proxy representative. Personal data provided to the company by its shareholders is used only in connection with the General Meeting and with processing the necessary registrations related to the meeting. 2. Proxy representatives and proxy documents Shareholders may participate in the meeting and exercise their rights at the meeting by way of proxy representation. The representative must produce a dated proxy document or other reliable evidence of their right to represent the shareholder. If several proxies represent the same shareholder based on shares held in different book-entry accounts, the shares on which each proxy’s representation is based must be stated when giving advance notice of participation. Please furnish the company with any proxy documents as an email attachment (such as in PDF), by fax or by mail, using the above-mentioned contact information for advance notice, no later than the last date for advance notices of participation. 3. Holders of nominee-registered shares Holders of nominee-registered shares must contact their asset managers for information on how to enter the shareholders’ register, on the issuance of proxies and on submitting their notice of attendance in the General Meeting well before the meeting. If the holder of a nominee-registered share wishes to attend the meeting, the account operator of the asset manager must notify the shareholder for a temporary entry in the shareholder register no later than at 10:00 on Monday 4 April 2014. 4. Other information Pursuant to Chapter 5 Section 25 of the Limited Liability Companies Act, shareholders who are present at the General Meeting are entitled to request information on matters discussed at the meeting. On the day of convening the meeting, Ixonos Plc has altogether 353,564,898 shares and votes registered in the Trade Register. In Helsinki on 14 March 2016 IXONOS PLC Board of Directors For more information, please contact: Ixonos Plc, CEO Sami Paihonen,tel. + 358 50 502 1111, sami.paihonen@ixonos.com Ixonos Plc, CFO Kristiina Simola, tel. + 358 40 756 3132, kristiina.simola@ixonos.com Distribution: NASDAQ OMX Helsinki Main media
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