Ixonos - Notice to general meeting

NOTICE OF THE ANNUAL GENERAL MEETING OF IXONOS PLC

Helsinki, Finland, 2015-04-07 16:00 CEST (GLOBE NEWSWIRE) --   Ixonos Plc      
   Stock Exchange Release          7 April 2015 at 17:00 




NOTICE OF THE ANNUAL GENERAL MEETING OF IXONOS PLC

The shareholders of Ixonos Plc are invited to the Annual General Meeting of the
company. The meeting will be held on Wednesday, 29 April 2015, at 11.00 am, in
the Opus Business Park 3 Aida auditorium, Hitsaajankatu 20, 00810 HELSINKI. 
The reception of the participants will begin at 10.00, as will the coffee
service 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 list of votes
  6. Presentation of the 2014 financial statements, including the consolidated
     financial statements, the report of the Board of Directors and the
     auditor's report as well as of the review of the President and CEO.
  7. Adoption of the financial statements
  8. 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 2014 be paid
to shareholders. 

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



  1. Determining the fees to be paid to the members of the Board of Directors 

The largest owner of the company, Tremoko Oy Ab, representing appr 81.8% of the
votes, 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: EUR 30,000 per year and EUR 250 per meeting
  -- Other members of the Board: 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 members
  -- Travel expenses would be paid according to the travel rules of the company.

  1. Determining the number of members of the Board of Directors

The largest owner of the company, Tremoko Oy Ab, representing appr 81.8% of the
votes, proposes that six ordinary members be elected to the Board. 

  1. Appointment of the members of the Board of Directors

The largest owner of the company, Tremoko Oy Ab, representing appr 81.8% of the
votes, proposes that that the following persons are appointed to the Board: 

The current Board members Paul Ehrnrooth, Pertti Ervi, Samu Konttinen, Ilari
Koskelo and May Wiiala are proposed to continue, and Mr. Pekka Pylkäs to be
selected as a new member. 
The board member Matti Heikkonen has informed that he is no longer available
for the position. 

Pekka Pylkäs is the owner of Ermatt AG, Switzerland, and has held a career in
several leadership roles. 

  1. Determining the fee to be paid to the auditor

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

  1. Appointment of an auditor

The Audit Committee of the Board of Directors proposes that the Authorised
Public Accountant firm KPMG Oy be reappointed as the company's auditor. The
principal auditor designated by the audit firm would be Esa Kailiala,
Authorised Public Accountant. 

  1. Authorising the Board of Directors to decide on share issues, on granting
     special rights entitling to shares and on transferring treasury shares

The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide on a rights issue and 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) as well as on transferring treasury
shares in one or more lots under the following terms: 

The number of shares to be issued or transferred under the authorisation may
not exceed 40.596.706, which is equivalent to approximately 20 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 may decide on
all terms of the rights issue, of the issue of special rights entitling to
shares and of the treasury share transfers. The Board of Directors is entitled
to decide on crediting the subscription price to the share capital or, entirely
or partly, to the invested non-restricted equity fund. 

Shares as well as special rights entitling to shares may also be issued, and
treasury shares may be transferred, 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 authorization
may be used to finance corporate acquisitions or other investments related to
the company's operations as well as to maintain and improve the Group's
solvency or to implement an incentive system. 

The authorisation is proposed to be effective until the Annual General Meeting
2016. The decision requires a qualified majority of at least two thirds of the
votes cast and shares represented at the meeting. 

  1. Authorising the Board of Directors to acquire own shares

The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide on acquiring, or accepting as pledge, a maximum of 20.298.353
own shares, using the company's non-restricted equity. This amount of shares is
equivalent to approximately 10 per cent of all company shares at the time of
convening the meeting. 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 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 entitles the Board to decide on a directed acquisition, i.e. on
acquiring own shares in a proportion other than that of the shares held by the
shareholders. 

The shares may be acquired to execute corporate acquisitions or other business
arrangements related to the company's operations, to improve its capital
structure, to otherwise transfer the shares or to cancel them. 

The authorisation is proposed to include the right for the Board of Directors
to decide on all other matters related to the acquisition of shares. The
authorisation is proposed to be effective until the Annual General Meeting
2016, or 30 June 2016 at the latest. 

The decision requires a qualified majority of at least two thirds of the votes
cast and shares represented at the meeting. 

  1. Closing of the meeting

B. MEETING DOCUMENTS

The following documents will be made available to the shareholders on 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 for 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 also be available at the Annual General Meeting. No
separate notice of the meeting will be sent to shareholders. 

C. INSTRUCTIONS FOR PARTICIPANTS

1.         Right to attend; registration

Shareholders who are registered on the company's shareholder list, maintained
by Euroclear Finland Ltd, on Friday, 17 April 2015, 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 meeting must give advance notice of
their participation. Such notice must arrive at the company no later than
Friday, 24 April 2015 at 16.00. Advance notice of participation can be given: 

(a) using the form on the company's website at http://www.ixonos.com;

(b) by email to yhtiokokous@ixonos.com;

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

(d) by phone, btw 9 AM and 4 PM Finnish time, 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 data 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.         Assistants and proxy representatives

Shareholders may participate in the 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 send 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, before the deadline 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 Friday, 24
April 2015 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, Ixonos Plc has 202.983.536 shares and
votes. 



IXONOS PLC



IXONOS Plc

Additional Information:

Ixonos Plc, Esa Harju, CEO, tel. +358 40 844 3367, esa.harju@ixonos.com

Ixonos Plc, Mikael Nyberg, CFO, tel. +358 501 4401, mikael.nyberg@ixonos.com



Distribution:
NASDAQ OMX Helsinki
Main Media

www.ixonos.com

Attachments:

20150407 NOTICE OF THE ANNUAL GENERAL MEETING OF IXONOS PLC ENG.pdf