2016-04-07 17:00:01 CEST

2016-04-07 17:00:01 CEST


REGULATED INFORMATION

Finnish English
Ixonos - Decisions of general meeting

IXONOS: THE DECISIONS OF THE ANNUAL GENERAL MEETING OF IXONOS PLC ON 7 APRIL 2016 AND THE DECISIONS OF CONSTITUTIVE MEETING OF THE BOARD OF DIRECTORS 


Helsinki, Finland, 2016-04-07 17:00 CEST (GLOBE NEWSWIRE) -- Ixonos Plc        
 Stock Exchange Release          7 April 2016 at 18:00 


IXONOS: THE DECISIONS OF THE ANNUAL GENERAL MEETING OF IXONOS PLC ON 7 APRIL
2016 AND THE DECISIONS OF CONSTITUTIVE MEETING OF THE BOARD OF DIRECTORS 



The Annual General Meeting of Ixonos Plc on 7 April 2016 adopted the company's
and Ixonos Group's financial statement for the financial period 1 January – 31
December 2015 and granted discharge from liability to the Members of the Board
of Directors and the CEO. 



Payment of dividend


The Annual General Meeting decided not to distribute dividend for the financial
year. 



The number of Members of the Board of Directors


The Annual General Meeting confirmed six (6) as the number of Board members.



The composition of the Board of Directors



Paul Ehrnrooth, Pertti Ervi, Samu Konttinen and Pekka Pylkäs were re-elected as
members of the Board of Directors. Bo-Erik Ekström, Pekka Eloholma and Päivi
Marttila were elected as a new members. 



At its constitutive meeting following the Annual General Meeting, the Board of
Directors elected Paul Ehrnrooth as Chairman of the Board and Päivi Marttila as
Deputy Chairman. 



Accordingly, the members of the audit committee and compensation committee of
the Board  were selected in the meeting. Pekka Pylkäs was elected as Chairman
of the Audit Committee and Päivi Marttila and Bo-Erik Ekström as its members.
Pekka Eloholma, Samu Konttinen, Paul Ehrnrooth and Pekka Pylkäs were elected as
members of the compensation committee. 



Remuneration of the members of Board of Directors



The General Meeting decided that the remuneration payable to the members of the
Board of Directors be kept unchanged as follows: Chairman of the Board receives
EUR 40,000 per year and EUR 500 per meeting, Deputy Chairman of the Board
receives EUR 30,000 per year and EUR 250 per meeting, and other Members receive
EUR 20,000 per year and EUR 250 per meeting. In addition, the Meeting decided
that remuneration for the meetings of the Board 



Committees is EUR 500 per meeting for the Chairman of the Committee and EUR 250
per meeting for the members of the committees. Travel expenses are paid
according to the travel rules of the company. 



Auditor



Authorized Public Accounting firm KPMG Oy Ab, was re-elected as the company's
auditor, with Authorized Public Accountant Esa Kailiala as principal auditor.
It was decided that auditor's fees are paid against reasonable invoice. 



Board authorisations



Authorising the Board of Directors to decide on share issues and on granting
special rights entitling to shares 



The Annual General Meeting authorised 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. The Board of Directors are 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 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 a system for incentives. 



The authorisation is effective until the Annual General Meeting held in 2017,
yet no longer than until 30 June 2017. 



Authorising of the Board of Directors to acquire own shares



The Annual General Meeting authorised the Board to decide on acquiring or
accepting as pledge, 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, using the company’s non- restricted equity. The acquisition may take
place in one or more lots. The acquisition price will not exceed the highest
market price 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 on the capital market, within the limits
set by 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 transfer the shares or cancel them. 



The authorisation includes the right for the Board of Directors to decide on
all other matters related to the acquisition of shares. The authorisation is
effective until the Annual General Meeting held in 2017, yet no longer than
until 30 June 2017. 



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 Annual General Meeting decided 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 re-organise 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.

·         An annual interest of Euribor 6 months (at least ≥ 0 %) + 4.0 per
cent is paid on the princi-pal 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. 





Ixonos Plc

The Board of Directors





For more information, please contact:

Ixonos Oyj, Kristiina Simola, CFO, tel. +358 40 756 3132,
kristiina.simola@ixonos.com 



Attachment:

Terms and conditions of a convertible bond



Distribution:

NASDAQ OMX Helsinki
Main media



www.ixonos.com