2009-03-05 08:30:00 CET
2009-03-05 08:30:02 CET
REGULATED INFORMATION
Okmetic Oyj - Notice to general meeting
OKMETIC'S ANNUAL GENERAL MEETING TO CONVENE ON 2 APRIL 2009 AT 10 A.M.
OKMETIC OYJ STOCK EXCHANGE RELEASE 5 MARCH 2009 AT 9.30 A.M OKMETIC'S ANNUAL GENERAL MEETING TO CONVENE ON 2 APRIL 2009 AT 10 A.M. The board of directors of Okmetic Oyj has decided to convene the annual general meeting of shareholders of the company on Thursday 2 April 2009 at 10.00 a.m. The meeting will be held in the auditorium of the Finnish Aviation Museum in Vantaa, Finland. The Finnish Aviation Museum is located at the grounds of the Helsinki-Vantaa International Airport at Tietotie 3. The registration and the distribution of voting tickets will commence at 9.30 am. A. MATTERS ON THE AGENDA OF THE GENERAL MEETING At the general meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and the list of votes 6. Presentation of the annual accounts, the report of the board of directors and the auditor´s report for the year 2008 Review by the President 7. Adoption of the financial statements 8. Deciding on the use of the profit shown on the balance sheet and the payment of the dividend The board of directors has decided to propose to the annual general meeting that a dividend of 0.05 euro per share be paid. The dividend will be payable to shareholders who are registered in the shareholders' register maintained by the Euroclear Finland Ltd on the dividend record date, 7 April 2009. The board proposes that the dividend payments be made on Thursday, 16 April 2009. 9. Deciding on the discharge from liability to the members of the board of directors and the President 10. Deciding on the remuneration of the members of the board of directors Shareholders, who represent more than 30 per cent of all shares and votes of the company, propose that the remuneration to the members of the board of directors will be kept unchanged, i.e. as follows: 1) the chairman will receive 34.800 euro per term 2) the vice chairman 26.100 euro per term and 3) other board members 17.400 euro per term, in addition to which the board members are entitled to compensation for expenses associated directly with their work on the board. 11. Deciding on the number of members of the board of directors Shareholders, who represent more than 30 per cent of all shares and votes of the company, propose that the general meeting decide to appoint five members to the board. 12. Election of the members of the board of directors Shareholders, who represent more than 30 per cent of all shares and votes of the company, propose that Mr. Tapani Järvinen, CEO of Outotec Oyj, Mr. Karri Kaitue, Deputy Chief Executive Officer of Outokumpu Oyj, Mr. Pekka Salmi, Investment Director of the Finnish National Fund for Research and Development Sitra and Mr. Henri Österlund, CEO of Accendo Capital Oy shall be re-elected and Mr. Hannu Martola, CEO of Detection Technology Oy, be elected as a new board member. The candidates have given their consent to the appointments. Okmetic´s long-serving chairman of the board Mikko J. Aro and a member of the board of directors Jarmo Niemi have announced that they will not be available for re-election. Hannu Martola, M. Sc (Eng), Executive MBA was born in 1963. He has been the President and CEO of Detection Technology Oy since 1 June 2007. Before that he has worked in the different management positions in VTI Technologies Oy since 1992 and as a managing director in 2001-2007. 13. Deciding on the remuneration of the auditor The committee charged with appointing the company auditor proposes that the external auditor to be elected at the annual general meeting be reimbursed according to the auditor´s reasonable invoice. 14. Election of the auditor The committee charged with appointing the company auditor proposes that the general meeting decide to re-elect PricewaterhouseCoopers Oy, Authorised Public Accountants, as the company auditors with Markku Marjomaa, Authorised Public Accountant, acting as the principal auditor, until the end of the next annual general meeting. The candidates have given their consent to the appointments. 15. 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 and other share entitlements according to the first section of chapter 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 and cannot override the authorisation granted at the extraordinary general meeting of 6 November 2008 regarding the transfer of rights to the company´s own shares. 16. Closing of the meeting B. DOCUMENTS OF THE ANNUAL GENERAL MEETING The aforementioned proposals of the board of directors and its committees are included on the agenda of the annual general meeting and can be found along with the notice of annual general meeting on the company´s website at http://www.okmetic.com/www/page/investors. Okmetic´s annual report 2008, which includes the company´s 2008 annual accounts, board of directors´ report and the auditor´s report will be available on the website and at the company´s head office, address Piitie 2, Vantaa one week before the annual general meeting. The proposals of the board and the 2008 annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to the shareholder upon request. The minutes of the meeting will be found on the Internet at the site referred to above from 16 April 2009 onwards. C. INSTRUCTIONS TO THOSE ATTENDING THE GENERAL MEETING 1. Right to participate and registration All shareholders, who have by no later than Monday 23 March 2009 been recorded as shareholders in the list of owners kept by Euroclear Finland Ltd have the right to attend the meeting. A shareholder whose shares are registered on his / her personal own account is automatically registered in the list of owners. Shareholders who wish to attend the annual general meeting should register by Wednesday 25 March 2009 at the latest. Shareholders can register for the annual general meeting: via email at shareholders@okmetic.com by telephone on +358 9 5028 0406 by letter, addressed to Okmetic Oyj Share Register, P.O.Box 44, FI-01301 Vantaa, Finland in person at the company´s head office at Piitie 2, Vantaa, room 5.1.31 during office hours from Monday to Friday between 8.00 a.m. and 4.00 p.m. In connection with the registration, a shareholder should notify his/her name, personal identification number, address, telephone number and the name of a possible assistant. The personal data given to Okmetic Oyj will only be used for the purposes of the annual general meeting and registration at the meeting. Shareholder at the general meeting will be entitled under Chapter 5, subsection 25 of the Finnish Companies Act, to pose questions to the meeting on the matters listed in the agenda. 2. Proxy presentation and proxy documents A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy presentation. A person holding a shareholder´s proxy should show a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. Proxy documents should be delivered to Okmetic Oyj, Share Register, P.O.Box 44, FI-01301 Vantaa before the end for registration. 3. Shareholders with nominee-registered holdings A shareholder with nominee-registered holdings, who wants to participate in the annual general meeting, must be entered into the shareholders´ register of the company on Monday, March 23, 2009, the record date of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders´ register of the company, the issuing of proxy documents and registration for the annual general meeting from his/her custodian bank. Further information can also be found at the company´s web site, www.okmetic.com. OKMETIC OYJ BOARD OF DIRECTORS For further information, please contact: Senior Vice President, Finance Esko Sipilä, Okmetic Oyj, tel. +358 9 5028 0286, email: esko.sipila@okmetic.com Communications Manager Jenni Laine, Okmetic Oyj, tel. +358 9 5028 0509, email: jenni.laine@okmetic.com Distribution: NASDAQ OMX Helsinki Principal Media www.okmetic.com OKMETIC IN BRIEF Take it higher Okmetic is a technology company which supplies tailor-made silicon wafers for sensor and semiconductor industries and sells its technological expertise. Okmetic provides its customers with solutions that boost their competitiveness and profitability. Okmetic's silicon wafers are part of a further processing chain that produces end products that improve human interaction and quality of life. Okmetic's products are based on high-tech expertise that generates added value for customers, innovative product development and an extremely efficient production process. Okmetic has a global customer base and sales network, production plants in Finland and the US and contract manufacturers in Japan and China. Okmetic's shares are listed on NASDAQ OMX Helsinki under the code OKM1V. For more information on the company, please visit our website at www.okmetic.com.
© 2024 Nasdaq, Inc. All Rights Reserved |