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2008-03-07 08:30:00 CET 2008-03-07 08:30:01 CET REGULATED INFORMATION Salcomp Oyj - Notice to general meetingINVITATION TO SALCOMP PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERSSalcomp Plc Stock Exchange Release 7 March 2008 at 9:30 Finnish time INVITATION TO SALCOMP PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS The shareholders of Salcomp Plc are invited to an Annual General Meeting of Shareholders to be held in Marina Congress Center at Katajanokanlaituri 6, Helsinki, on Thursday, 10 April 2008 starting at 4.00 p.m. (Finnish time). The reception of those who have notified of their attendance will start at the meeting venue at 3.00 p.m. (Finnish time). MATTERS TO BE DISCUSSED AT THE MEETING 1. Matters to be discussed at the Annual General Meeting pursuant to Article 9 of the Articles of Association The Company's financial statements release and the Board of Directors' proposal for profit distribution were published on 7 February 2008. The Board of Directors proposes that a dividend of EUR 0.15 per share be distributed, a total of EUR 5.8 million, and the remainder of the profit be carried over to the free equity. Shareholders who on the record date of 15 April 2008 have been entered as shareholders in the company's shareholder register kept by the Finnish Central Securities Depository Ltd are entitled to a dividend. The Board of Directors proposes that the dividend be paid on 22 April 2008. The Company has been informed that shareholders representing more than 65% of the shares and votes in the Company are going to propose to the General Meeting of Shareholders that the composition of the Board of Directors shall remain unchanged. Thus, the Board of Directors until the conclusion of the 2009 Annual General Meeting would comprise of Mats Heiman (Chairman), Kari Vuorialho (Vice Chairman), Andreas Tallberg, Peter Hofvenstam and Jorma Terentjeff. The corresponding shareholders are also going to propose that the remuneration for the Board of Directors be raised so that the Chairman would receive EUR 40,000, the Vice Chairman EUR 32,000 and each member EUR 25,000 per term of office, and that expenses arising from attendance at meetings be reimbursed. According to the Board of Directors' proposal, KPMG Oy Ab, Authorised Public Accounting Firm, would continue as the Company's auditor. The auditing firm would appoint Pauli Salminen, APA, as the responsible auditor. 2. Authorising the Board of Directors to decide on the repurchase of the Company's own shares The Board of Directors proposes that it would be authorised to decide on the repurchase of the Company's own shares with the free equity pursuant to Chapter 15, Section 5(2) of the Companies Act. On the basis of the authorisation, the Board of Directors shall be entitled to decide on the repurchase in one or more instalments of no more than 3,800,000 of the Company's own shares. The proposed maximum represents less than 10% of the Company's share capital and the votes in the Company. The Board of Directors proposes that it would be authorised to decide on the purchase price of the shares and on other conditions of the repurchase so that the purchase price is at the time of the repurchase, at maximum, the highest payable price in public trading for Salcomp Plc's share. The authorisation would not rule out the Board of Directors' right to decide on a directed acquisition. The authorisation is proposed to be used for arrangements of major importance for the Company, such as mergers and acquisitions, financing or carrying out investments, for cancellation or for other important corporate purposes determined by the Board of Directors. The authorisation would be valid until 30 June 2009. 3. Authorising the Board of Directors to decide on the conveyance of the Company's own shares The Board of Directors proposes that it would be authorised to decide on the conveyance of the Company's own shares held by the Company pursuant to Chapter 9, Section 1(1) of the Companies Act. On the basis of the authorisation, the Board of Directors shall be entitled to decide on the conveyance of no more than 3,800,000 of the Company's own shares held by the Company. The Board of Directors proposes that it would be authorised to decide on to whom and in what order the own shares shall be conveyed. The Board of Directors may decide on the conveyance of own shares in a proportion deviating from the shareholders' pre-emptive rights. The Board of Directors shall be authorised to decide on the price of the shares and on other conditions of the conveyance and that the shares may be conveyed also against other consideration than money. The authorisation includes a right to determine the grounds according to which the transfer price is defined. The authorisation is proposed to be used for arrangements of major importance for the Company, such as mergers and acquisitions, financing or carrying out investments or for other important corporate purposes determined by the Board of Directors. The shares may also be conveyed by selling them in public trade. The authorisation shall be valid until 30 June 2009. MEETING DOCUMENTS The 2007 financial statement documents, Board of Directors' proposals and other documents called for by the Companies Act shall be kept available for viewing by shareholders for one week before the meeting at the Company's head office: Salcomp Plc, Salorantie 10, 24100 Salo, Finland, and on the Company's Web site at www.salcomp.com. Copies of the documents will be sent to shareholders on request. RIGHT AND NOTIFICATION OF ATTENDANCE Shareholders who on 31 March 2008 have been entered in the Company's shareholder register kept by the Finnish Central Securities Depository Ltd have the right to attend the General Meeting of Shareholders. Shareholders registered in the name of a nominee must contact their account operator in order to have themselves temporarily entered in the Company's shareholder register on 31 March 2008 for the purpose of attending the meeting. Shareholders who wish to attend the Annual General Meeting are requested to notify the Company of their attendance no later than on 4 April 2008 at 4 p.m. (Finnish time). Notification can be made by telephone +358 40 810 5445, by fax +358 201 875 450, by email to agm2008@salcomp.com or by mail to Salcomp Plc/AGM/Päivi Luoti, P.O. Box 95, FI-24101 Salo, Finland. Attendees are requested to indicate if they are attending by proxy and to submit any proxies to the above address before the end of the registration period. Helsinki, 7 March 2008 Board of Directors Further information: Markku Hangasjärvi, President and CEO, tel. +358 40 7310 114 Antti Salminen, CFO, tel. +358 40 535 1216 Distribution: Nordic Exchange, Helsinki The main media www.salcomp.com BOARD OF DIRECTORS' PROPOSALS TO ANNUAL GENERAL MEETING ON 10 APRIL 2008 1. Payment of dividend The Board of Directors proposes to the General Meeting of Shareholders that a dividend of EUR 0.15 per share be paid to Salcomp Plc's shareholders, a total of EUR 5.8 million, for the financial period that ended on 31 December 2007. Shareholders who on the record date of 15 April 2008 have been entered as shareholders in the company's shareholder register kept by the Finnish Central Securities Depository Ltd are entitled to receive a dividend. The Board of Directors proposes that the dividends be paid on 22 April 2008. 2. Board of Directors' proposal to authorise the Board of Directors to decide on the repurchase of the Company's own shares The Board of Directors proposes that it would be authorised to decide on the repurchase of the Company's own shares pursuant to Chapter 15, Section 5(2) of the Companies Act. The Board of Directors proposes that on the basis of the authorisation, the Board of Directors shall be entitled to decide on the repurchase in one or more instalments of no more than 3,800,000 shares. The proposed maximum represents less than 10% of the Company's share capital and the votes in the Company. The authorisation shall be valid until 30 June 2009. The Board of Directors proposes that it is granted a right to repurchase the Company's own shares with a directed acquisition, in a proportion not corresponding to the shareholders' holdings. The authorisation is proposed to be used for arrangements of major importance for the Company, such as mergers and acquisitions, financing or carrying out investments, for cancellation or for other important corporate purposes determined by the Board of Directors. The Board of Directors proposes that it would be authorised to decide on all other conditions related to the share repurchase, including a right to determine on the payable compensation, however, so that the purchase price at the time of the repurchase is, at maximum, the highest payable price in public trading for Salcomp Plc's share. 3. Board of Directors' proposal to authorise the Board of Directors to decide on the conveyance of the Company's own shares The Board of Directors proposes that it would be authorised to decide on the conveyance of the Company's own shares held by the Company pursuant to Chapter 9, Section 1(1) of the Companies Act. On the basis of the authorisation, the Board of Directors shall be entitled to decide on the conveyance of no more than 3,800,000 of the Company's own shares held by the Company. The authorisation shall be valid until 30 June 2009. The Board of Directors proposes that it would be granted a right to decide on to whom and in what order the own shares shall be conveyed. The Board of Directors may decide on the conveyance of own shares in a proportion deviating from the shareholders' pre-emptive rights. The authorisation is proposed to be used for arrangements of major importance for the Company, such as mergers and acquisitions, financing or carrying out investments or for other important corporate purposes determined by the Board of Directors. The Board of Directors proposes that it would be authorised to decide on the price of the shares and on other conditions of the conveyance and that the shares may be conveyed also against other consideration than money. The authorisation includes a right to determine the grounds according to which the transfer price is defined. The shares may also be conveyed by selling them in public trade. Helsinki, 7 March 2008 Board of Directors |
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