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2007-03-02 13:00:30 CET 2007-03-02 13:00:30 CET REGULATED INFORMATION Okmetic Oyj - Notice to general meetingOKMETIC’S ANNUAL GENERAL MEETING TO CONVENE ON 29 MARCH 2007 AT 10.00OKMETIC OYJ STOCK EXCHANGE RELEASE 2 MARCH 2007 AT 2.00 P.M. 1(3) OKMETIC'S ANNUAL GENERAL MEETING TO CONVENE ON 29 MARCH 2007 AT 10.00 A.M. The Board of Directors of Okmetic Oyj has decided to convene the Annual General Meeting of Shareholders of the Company on Thursday 29 March 2007 at 10.00 a.m. The meeting will take place in the JFK Auditorium of the Presto Building in Airport Plaza Business Park, Äyritie 12 B, Vantaa (Veromies). The official notice of the Annual General Meeting will be published on Wednesday 7 March 2007 in the daily newspaper Helsingin Sanomat. At the meeting, the participants will address the issues that according to section 3 of chapter 5 of the Finnish Companies Act and section 13 of Okmetic's Articles of Association fall under the jurisdiction of the Annual General Meeting. In addition, the meeting shall be asked to decide on the following matters proposed by the Board of Directors: 1. Payment of dividends The Board of Directors proposes that no dividends shall be paid for the year 2006. 2. Board of Directors' proposal regarding its own powers to decide on new issues and other share entitlements The Board of Directors proposes to the Annual General Meeting that the Board of Directors be granted the authority to decide on new issues, stock options and other share entitlements according to the first paragraph of section 10 of the Finnish Companies Act as follows: The aggregate number of shares issued on the basis of the authorisation may not exceed 3,377,500 shares, which represents approximately 20 percent of all the shares of the Company. The Board of Directors is authorised to decide on all the terms and conditions concerning the issue of shares and other share entitlements. The authorisation relates to the issuance of new shares. Issuance of shares and other share entitlements can be carried out as a directed issue. The authorisation is effective until the following Annual General Meeting of Shareholders, however no later than until 29 March 2008. 3. Board of Directors' proposal regarding the amendment of Articles of Association The Board of Directors proposes that the Annual General Meeting decide to amend the Articles of Association of the Company. The proposed amendments are mainly due to the new Finnish Companies Act, which entered into force on 1 September 2006, and are mainly of a technical nature. The main content of the proposed amendments is as follows: - Section 3 concerning the maximum and minimum share capital of the Company is removed as redundant. 2 - The first paragraph of section 4 concerning the absence of par value of the shares is removed as redundant. - Section 5 concerning the record date procedure of the book-entry system is removed as redundant. - Section 8 concerning the right to sign in the name of the Company is amended to correspond to the wording of the Companies Act. - Section 12 concerning the invitations to Annual General Meetings is amended to the effect that the invitation can be delivered no earlier than three months prior to the Annual General Meeting instead of the current two months. - Section 13 concerning the Annual General Meeting of Shareholders is amended to correspond to the amended legislation. - The numbering of the sections in the Articles of Association is amended to correspond to the above. Board of Directors and auditor Okmetic Oyj's large shareholders Outokumpu Oyj and Oras Invest Oy who together hold 19.2 percent of the votes in the Company, have informed the Company that they will propose to the Annual General Meeting of Shareholders that the Board of Directors should have five members. The above mentioned companies also propose that the existing members of the Board of Directors be re-elected for the period expiring at the close of the next Annual General Meeting. The members are Mr. Mikko J. Aro; Mr. Karri Kaitue, Deputy CEO of Outokumpu Oyj; Mr. Esa Lager, Chief Financial Officer of Outokumpu Oyj; Mr. Pekka Paasikivi, Chairman of the Board of Directors of Oras Invest Oy; and Mr. Pekka Salmi, Investment Director of the Finnish National Fund for Research and Development Sitra. The above mentioned companies further propose that Authorised Public Accountants PricewaterhouseCoopers Oy be elected as auditor for the Company until the close of the following Annual General Meeting, with Markku Marjomaa as the principal auditor. All candidates have given their consent to be elected. OKMETIC OYJ Esko Sipilä Senior Vice President, Finance For further information, please contact: Senior Vice President, Finance Esko Sipilä, Okmetic Oyj, Tel. +358 9 5028 0286, email: esko.sipila@okmetic.com Distribution: Helsinki exchanges Principal media 3 IN BRIEF Okmetic - take it higher Okmetic is a technology Company that manufactures and carries out further processing on high-quality silicon wafers for the sensor and semiconductor industries. The Company also sells technology. Okmetic's wafers are part of a further processing chain, which produces end products that improve human interaction and quality of life. Okmetic's products are based on innovative product development, an efficient production process and a strong partner network. The Company offers its customers solutions that enhance their competitiveness and profitability. Okmetic has plants in Vantaa, Finland and in Allen, Texas in North America. The company is quoted on the Helsinki Stock Exchange (Nordic Small Cap list: OKM1V). More information about the Company can be found at www.okmetic.com. |
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