Ixonos - Notice to general meeting

Notice of the Annual General Meeting of Ixonos Plc

Helsinki, Finland, 2011-03-07 16:30 CET (GLOBE NEWSWIRE) -- Ixonos Plc         
Stock Exchange Release          7 March 2011 at 17:30 


NOTICE OF THE ANNUAL GENERAL MEETING OF IXONOS PLC

The shareholders of Ixonos Plc are convened to the Annual General Meeting of
the company. The meeting will be held on Tuesday, 29 March 2011, from 11.30, in
the Union Square auditorium at Event Arena Bank, Unioninkatu 22, Helsinki.
Entry to the meeting is through Havis Business Center. The reception of
participants will begin at 10.30, as will the coffee 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 of 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; adoption of the register of votes

The 2010 financial statements, including the consolidated financial statements,
as well as the report of the Board of Directors, the auditor's report and the
review of the President and CEO will be presented. 

6.         Adoption of the financial statements

7.         Use of the profit shown on the balance sheet; distribution of
dividend 

The Board of Directors proposes that the distributable assets be left in
shareholders' equity and that no dividend for the financial period 2010 be paid
to shareholders. 

8.        Discharge of the members of the Board of Directors and the President
and CEO from liability 

9.         Fees to be paid to the members of the Board of Directors

The Nomination Committee proposes that the fees to be paid to the members of
the Board of Directors be kept unchanged as follows: 

  -- Chairman of the Board of Directors: EUR 40,000 per year and EUR 500 per
     meeting
  -- Vice Chairman of the Board of Directors: EUR 30,000 per year and EUR 250
     per meeting
  -- Other members of the Board of Directors: EUR 20,000 per year and EUR 250
     per meeting
  -- For the meetings of the committees of the Board of Directors: EUR 500 per
     meeting to the chairman and EUR 250 per meeting to the members.

Travel expenses would be paid according to the travel rules of the company.

10.       The number of members of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes
that six ordinary members be elected to the Board. 

11.       Appointment of the members of the Board of Directors

The Nomination Committee proposes that the following persons be elected as
members of the Board of Directors: 

  -- current members Paul Ehrnrooth, Pertti Ervi, Matti Järvinen and Kirsi-Marja
     Kuivalainen;
  -- Matti Heikkonen and Samu Konttinen as new members.

The new nominees are presented in the Investors section of the company's
website at http://www.ixonos.com. 

Shareholders, that together represent approximately 30 per cent of the
company's shares and votes, have announced their support for the proposal. 

12.       Auditor's fee

The Board of Directors proposes that the auditor be paid according to a
reasonable invoice. 

13.       Appointment of an auditor

The Board of Directors proposes that KHT firm PricewaterhouseCoopers Oy be
re-appointed as the company's auditor. The principal auditor designated by the
audit firm would be Markku Katajisto, KHT auditor. 

14.       Repeal of section 9 of the Articles of Association

The Board of Directors proposes that section 9 of the company's Articles of
Association be repealed and removed. (Section 9 lays down provisions on the
obligation to redeem shares.) 

The decision requires a qualified majority: it must be supported by at least
two thirds of the votes cast and the shares represented at the meeting. 

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 Annual General Meeting authorise the
Board to decide on a rights issue, as well as on issuing stock options and
other special rights entitling to shares pursuant to chapter 10, section 1 of
the Limited Liability Companies Act (624/2006), under the following terms: 

The number of shares to be issued under the authorisation may not exceed
1,500,000, which is equivalent to approximately 10 per cent of all company
shares at the time of convening the Annual General Meeting. 

Within the limits of the authorisation, the Board of Directors is entitled to
decide on all terms of the rights issue and of the issue of special rights
entitling to shares. 

The Board of Directors is authorised to decide on crediting the subscription
price to the share capital or, either completely or partly, to the invested
non-restricted equity fund. 

The rights issue and the issue of special rights entitling to shares may also
be directed in a way that deviates from the pre-emptive right of shareholders,
if a weighty financial reason for 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 company's
operations, to maintain and improve the Group's solvency or as part of the
company's incentive plan. 

The authorisation is proposed to be effective until the Annual General Meeting
2012. 

The decision requires a qualified majority: it must be supported by at least
two thirds of the votes cast and the shares represented at the meeting. 

16.       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 http://www.ixonos.com, not later
than 21 days prior to the Annual General Meeting: the aforementioned Board and
committee proposals that are on the agenda of the meeting; the company's
financial statements; the report of the Board of Directors; the auditor's
report and this notice. The same documents will be available at the Annual
General Meeting. Copies of those documents will also be mailed to shareholders
who request them. Otherwise, no separate notice of the meeting will be sent to
shareholders. 

C. INSTRUCTIONS FOR PARTICIPANTS

1.         Right to attend; advance notice of participation

Shareholders who are registered on the company's shareholder list, which
Euroclear Finland Ltd maintains, on Thursday, 17 March 2011 have the right to
attend the meeting. Shareholders whose shares are entered on their personal
book-entry account in Finland are registered on the company's shareholder list. 

Shareholders who wish to participate in the Annual General Meeting must give
advance notice of their participation. Such notice must arrive at the company
no later than Thursday, 24 March 2011 at 16.00. Advance notice of participation
can be given: 

a) using the form in the Investors section of the company's website at
http://www.ixonos.com; 

b) by email to yhtiokokous@ixonos.com;

c) by fax to +358 206 050 223;

d) by postal mail to Ixonos Plc, Annual General Meeting, Hitsaajankatu 24,
00810 Helsinki, Finland; 

e) by telephone, between 9.00 and 16.00 Finnish time (7.00-14.00 UTC), to Aila
Mettälä at +358 40 531 0678 or +358 424 2231. 

When giving advance notice of participation, please state the shareholder's
name, personal identity code, address and telephone number as well as the name
of any assistant and the name and personal identity code of any proxy
representative. Personal information provided to Ixonos Plc by its shareholders
is used only in connection with the Annual General Meeting and with processing
the necessary registrations related to the meeting 

2.         Proxy representation and documents

Shareholders may participate in the Annual General Meeting, and exercise their
rights at the meeting, by way of proxy representation. The representative shall
produce a dated proxy document or otherwise provide reliable evidence of his or
her right to represent the shareholder. If several proxies represent the same
shareholder based on shares held on 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 postal mail,
using the above-mentioned addresses 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 should in good time request from their
custodians the necessary instructions on entry in the shareholder register as
well as on proxy documents and on advance notice of participation in the Annual
General Meeting. If the holder of a nominee-registered share wishes to attend
the meeting, the account operator of the custodian shall notify the shareholder
for a temporary entry into the shareholder register no later than Thursday, 24
March 2011 at 10.00. 

4.         Other information

Pursuant to chapter 5, section 25 of the Limited Liability Companies Act,
shareholders who are present at the Annual General Meeting are entitled to
request information on matters dealt with by the meeting. 

On the day of convening the meeting, as registered in the Trade Register,
Ixonos Plc has 15,102,484 shares and votes. 

Helsinki, 7 March 2011

IXONOS PLC
Board of Directors

For additional information, please contact:
Ixonos Plc, Kari Happonen, President and CEO, tel. +358 400 700 761,
kari.happonen@ixonos.com 


Distribution:
NASDAQ OMX Helsinki
Main media

Attachments:

Ixonos_invitation_to_AMG_20110307.pdf