Ixonos - Decisions of general meeting

Ixonos: The decissions of the Annual General Meeting of Ixonos Plc on 24 April 2013

Helsinki, Finland, 2013-04-24 16:16 CEST (GLOBE NEWSWIRE) -- Ixonos Plc        
 Stock Exchange Release          24 April 2013 at 17:15 


The Annual General Meeting of Ixonos Plc on 24 April 2013 adopted the company's
and Ixonos Group's financial statement for the financial period 1 January - 31
December 2012 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, Matti Heikkonen and Samu Konttinen were re-elected
as members of the Board of Directors. Ilari Koskelo and May Wiiala were elected
as a new board member. 

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

Accordingly, the members of the audit committee of the Board were selected in
the meeting. Pertti Ervi was elected as Chairman of the Audit Committee and
Matti Heikkonen and May Wiiala as its members. 

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 would be paid according to the
travel rules of the company. 

Auditor

Authorized Public Accounting firm PricewaterhouseCoopers Oy, was reelected as
the company's auditor, with Authorized Public Accountant Markku Katajisto as
principal auditor. It was decided that auditor's fees are paid against
reasonable invoice. 

Board authorisations

The General Meeting authorised the Board of Directors to decide on a rights
issue, as well as 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 begin_of_the_skype_highlighting 624/2006
end_of_the_skype_highlighting) under the following terms: 

The number of shares to be issued under the authorisation may not exceed
7,047,825, which is equivalent to approximately 20 per cent of all company
shares at the time of convening the Annual General Meeting. 

The Board of Directors was authorised to decide on all terms of the rights
issue, of the issue of special rights entitling to shares. 

The Board of Directors was authorised to decide on crediting the subscription
price to the share capital or, either completely or partly, to the invested
non-restricted equity fund. 

The rights issue and the issue of special rights entitling to shares may also
be directed in a way that deviates from the preemptive right 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 company's
operations, or to maintain and improve the Group's solvency. 

The authorisation is effective until the Annual General Meeting 2014.

Accordingly, the Annual General Meeting authorised the Board to decide on
acquiring, or accepting as pledge, a maximum of 3,524,000 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 may 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 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 2014. 





IXONOS PLC

Board of Directors




For more information, please contact:

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





Distribution:

NASDAQ OMX Helsinki

Main media

Attachments:

Ixonos_release_AGM_decisions.pdf