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2009-02-19 13:00:00 CET 2009-02-19 13:00:02 CET REGULATED INFORMATION Larox Oyj - Notice to general meetingINVITATION TO LAROX CORPORATION ANNUAL GENERAL MEETING OF SHAREHOLDERSLarox Corporation Company announcement 19 February 2009 at 2 pm INVITATION TO LAROX CORPORATION ANNUAL GENERAL MEETING OF SHAREHOLDERS Larox Corporation shareholders are invited to the annual general meeting of shareholders to be held at Larox Corporation headquarters, address Tukkikatu 1, 53900 Lappeenranta at 12 o'clock on Thursday 26 March 2009. A. THE MATTERS TO BE HANDLED IN THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 1. Opening of the meeting 2. Calling the meeting to order 3. Election of person to scrutinize the minutes and to count the votes 4. Recording the legality and quorum of the meeting 5. Recording the attendance at the meeting, adoption of the list of votes and approval of the proposed agenda 6. Presentation of the Group financial statements, the Annual Report and Auditors' report for the year 2008 Review of the President & CEO 7. Adoption of the financial statements 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends The board of directors proposes to the annual general meeting of shareholders a dividend of EUR 0.50 per share be paid. Shareholder, who is registered in the shareholders' registry maintained by Euroclear Finland Ltd. (earlier Central Securities Depository Ltd.) on 31 March 2009, the matching day of dividend payment, is entitled to the dividend. The dividends will be paid on 7 April 2009. 9. Resolution on the discharge from liability of the members of the board of directors and the CEO 10. Resolution on the remuneration of the members of the board of directors The shareholders who hold over 50 % of the number of votes the company shares give propose to the annual general meeting of shareholders that the following remuneration be paid to the members of the board of directors to be elected for the past term at the end of the next annual general meeting of shareholders: Chairman of the board of directors EUR 8.500 per month Other members of the board of directors EUR 1.700 per month. The same shareholders further propose that the travelling and accommodation expenses for the members of the board of directors be compensated according to the company's general travel expense compensation rules. 11. Resolution on the number of the members of the board of directors The shareholders who hold over 50 % of the number of votes the company shares give propose to the annual general meeting of shareholders that the confirmed number of the members of the board of directors be five (5). 12. Election of the members of the Board of Directors The shareholders who hold over 50 % of the number of votes the company shares give propose to the annual general meeting of shareholders that the following current members of the board of directors be elected to the board of directors for the term, which ends after the next annual general meeting of shareholders: Mr. Timo Vartiainen, Ms. Katariina Aaltonen, Mr. Teppo Taberman, Mr. Thomas Franck and Mr. Matti Ruotsala. 13. Resolution on the remuneration of the auditors The shareholders who hold over 50 % of the number of votes the company shares give propose to the annual general meeting of shareholders that the remuneration to the auditors be paid based on their invoice. 14. Election of auditor The shareholders who hold over 50 % of the number of votes the company shares give propose to the annual general meeting of shareholders that the auditing society PricewaterhouseCoopers Oy be elected as auditors and APA Kim Karhu with the main responsibility for the audit. 15. Authorization to the Board of Directors to decide on the purchase of own B-series shares The board of directors propose to the annual general meeting of shareholders that the annual general meeting of shareholders authorize the board of directors to decide on the purchase of own B-series shares in the following way: The number of own B-series shares to be purchased is 500.000 shares at the maximum. The board of directors can purchase these shares only by using the company's unrestricted shareholders' equity in public trading arranged by Nasdaq OMX Helsinki Ltd. at fair value at the date of acquisition in a proportion not pro rata to the shares owned by the shareholders. The authorization is valid for 18 months from the date of the decision by the annual meeting of shareholders. 16. Possible other issues to be presented to the annual general meeting of shareholders 17. Closing of the meeting B. DOCUMENTS The copies of the financial statements and the proposals by the board of directors are available to the shareholders one week before the meeting at Larox Corporation headquarters and 21 days before the meeting at the minimum on the company's web pages www.larox.com/investors/governance. Copies of these documents are available to the shareholders on request. The minutes of the annual general meeting will be at the company's web pages in two weeks' time at the latest from the annul general meeting of shareholders. C. INSTRUCTIONS TO THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 1. Right to participate and notification Shareholders who are registered as shareholders in the shareholders' register maintained by Euroclear Finland Ltd. on 16 March 2009 have the right to participate in the annual general meeting of shareholders. The shareholder whose shares have been registered on his/her personal book-entry account, has been registered in the company's shareholders' register. Shareholders who wish to participate in the annual general meeting of shareholders must notify the company no later than 18 March 2009 at 2 p.m. Notification can be made in writing to Larox Corporation, P.O. Box 29, 53101 Lappeenranta, by phone +358 20 7687 200, fax +358 20 7687 277 or email to tuula.poutanen@larox.com The shareholder who participates in the annual general meeting of shareholders has a right to ask questions based on the Companies' Act on matters to be handled in the meeting. 2. Using a representative and powers of attorney The shareholder has the right to participate in the annual general meeting of shareholders and use his/her rights through a representative. The representative must represent a dated power of attorney or otherwise prove his authorization by reliable means. Original powers of attorney are requested to be sent by the notification time to Larox Corporation, P.O. Box 29, 53101 Lappeenranta 3. Administratively registered shares The shareholders of administratively registered shares who wish to participate in the annual general meeting of shareholders must be registered in the shareholders' register on the matching day 16 March 2009. It is recommended that the shareholder of administratively registered shares find out from his/her administrator the necessary instructions regarding the registering, giving powers of attorney and participation in the annual general meeting of shareholders. 4. Other information Larox Corporation has on the date of this invitation on 19 February 2009 a total of 2.124.000 A-series shares, which represent a total of 42.480.000 votes and 7.257.600 B-series shares, which represent a total of 7.257.600 votes. Lappeenranta on 19 February 2009 LAROX CORPORATION Board of Directors www.larox.com DISTRIBUTION: Nasdaq OMX Helsinki Ltd., central media Larox develops, designs and manufactures industrial filters and is a leading technology company in its field. Larox is a full service solution provider in filtration for separating solids from liquids. It supplies comprehensive aftermarket services throughout the lifespan of the Larox solution. Companies world-wide in mining and metallurgy, chemical processing and related industries benefit from the Larox technologies. Larox operates in over 40 countries and has over 590 employees. Larox Group is headquartered in Lappeenranta, Finland where the Group also has production facilities. Net sales in 2008 totaled 208 million euros, of which more than 93 % were generated by exports and the company's foreign operations. |
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