Plc Uutechnic Group Oyj - Notice to general meeting

INVITATION TO ANNUAL GENERAL MEETING

Helsinki, Suomi, 2016-04-07 08:30 CEST (GLOBE NEWSWIRE) -- PLC UUTECHNIC GROUP
OYJ STOCK EXCHANGE BULLETIN 7.4.2016 at 9:30 AM 

INVITATION TO ANNUAL GENERAL MEETING

Plc Uutechnic Group Oyj shareholders are hereby invited to the Annual General
Meeting that will be held on Thursday, April 28, 2015, starting at 13.00 at
Hotel Scandic Marski, Mannerheimintie 10, 00100 Helsinki. 



AGENDA OF THE ANNUAL GENERAL MEETING

1.                    Opening of the meeting

2.                   Calling the meeting to order

3.                   Election of the persons to confirm the minutes and to
supervise the counting of votes 

4.                   Recording of the legal convening of the meeting and
establishment of a quorum 

5.                   Recording of the attendance at the meeting and adoption of
the list of votes 

6.                  Presentation of the financial statements, consolidated
financial statements, review by the Board, and auditor’s report for the January
1, 2015 – December 31, 2015, fiscal year 

7.                   Verification of the financial statements and the
consolidated financial statements 

8.                   Resolution on the distribution of the profit shown on the
balance sheet and the payment of dividends 

The Board proposes to the Annual General Meeting that no dividend is paid for
the January 1, 2015 – December 31, 2015, fiscal year. The Board also proposes
that the profit for the fiscal year is left in the profit and loss account. 

9.                   Resolution on the discharge of the Board members and the
CEO from liability 

10.                 Resolution on the remuneration of the Board members

Shareholders who collectively own 38,58 % of the Company’s shares and votes
have brought forward to the Board that they are proposing the elected Board
members to be paid during their next term as follows: 36 000 euros to the
Chairman of the Board (same as in 2015), 36 000 euros to the Deputy Chairman of
the Board (30 000 in 2015) and 22 000 to other members of the Board (same as in
2015). In addition to the yearly remuneration, no other remuneration is
provided to the members of the Board (i.e. attendance allowance). 

The same group of shareholders propose also that if a member of the Board or
the Chairman of the Board is a full-time employee for the Company this person
cannot receive remuneration set for these positions in the Board. 

Furthermore the same group of shareholders propose, that if Jouko Peräaho is
elected as the Chairman of the Board, this post will be a full-time position,
and that the Chairman of the Board as a full-time position will be paid 14,000
euros per month starting May 1, 2016. In addition, the same group of
shareholders propose that Jouko Peräaho’s election as the Chairman of the Board
will last until the next Annual General Meeting. 

11.                 Resolution on the number of Board members

Shareholders who collectively own 35.58% of the Company’s shares and votes have
brought forward to the Board that they are proposing 4 members to be elected as
part of the Board. 

12.                Election of Board members

Shareholders who collectively own 38,58% of the Company’s shares and votes have
brought forward to the Board that they intend to nominate Jouko Peräaho and
Sami Alatalo to be re-elected to the Board. From the existing members of the
Board, Timo Lindström has announced to leave the Board. Timo Lindström will
continue his work as the group’s technical director. 

The same group of shareholders also propose that Hannu Kottonen and Kristiina
Lagerstedt (independent from the notable shareholders of the Company and the
Company itself) will be elected as a new members to the Board. 

All of the persons proposed to the Board have given their assent. New persons
proposed to the Board have been introduced in the Company website on
www.uutechnicgroup.fi/Investors/Shareholders’ Meeting/Annual General Meeting
28.4.2016. 

All of the proposed Board members have informed the Company that if they are
elected, they will elect Jouko Peräaho as the Chairman of the Board and Sami
Alatalo as the Deputy Chairman of the Board. 

13.                 Resolution on the remuneration of the auditor

The Board proposes that the remuneration of the auditor be paid according to
the invoice. 

14.                 Election of the auditor

The Board proposes that the Annual General Meeting elect as the auditor, to
serve until the end of the following Annual General Meeting, the company’s
current auditor, public auditing firm Ernst & Young Oy, which has declared that
it intends to appoint Osmo Valovirta, CPA, as chief auditor. 

15.                 Authorization of the Board to decide on an issue of shares
as well as other special rights entitling to shares 

The Board proposes that the Annual General Meeting authorize the Board to
decide on an issue of new shares as well as other special rights entitling to
shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one
or several lots. The number of new shares issued would be no more than 10 000
000, including shares to be issued based on the special rights. 

Out of the aforementioned shares and other special rights no more than 1 000
000 shares can be channeled to Company’s employees and members of the Board,
including shares distributed according to the special rights. Out of these
shares, including the shares distributed according to the special rights, no
more than 200 000 shares can be channeled to the members of the Board. The
subscription price of the shares to the groups employees and members of the
Board has to be at least the market value of the Company’s share applies with a
10 % discount, and when subscribed based on the aforementioned special rights
the subscription price should be at least the market value of the Company’s
share. The market price of the Company’s share is the average trading market
price in the Nasdaq Helsinki stock exchange calculated for the calendar month
preceding the share or special rights issuance decision. 

The authorization entitles the Board to decide about every other share and
special rights offerings’ terms, including the right to deviate from the right
of pre-emption of shareholders. 

The authorization is proposed to last until the next Annual General Meeting,
unless the General Meeting decides to change or cancel the authorization prior 
this date. This authorization revokes all the other unused share issuance
authorizations that has been given prior to this. 

16.                 Changing of the corporate charter

The Board proposes changing the sections 2 and 9 in the corporate charter.

Section 2, concerning the Company’s field of business, is proposed to be
changed so that the reference to Vaahto Group is removed from the definition of
the Group. The proposed section 2 would be as follows: “Company’s field of
business also includes administrative and financial responsibilities concerning
the Group companies.” 

Section 9 is proposed to be changed so that the General Meetings can be held in
the Company’s place of domicile or in Helsinki. 

17. Closing of the meeting



ANNUAL GENERAL MEETING DOCUMENTS

The aforementioned draft resolutions, which are on the agenda of the Annual
Generla Meeting, and this summons to the Annual General Meeting will be
available on Untechnical Group Oyj’s website at www.uutechnicgroup.fi.
Uutechnic Group Oyj’s annual report, including the company’s financial
statements, consolidated financial statements, review by the Board, and
auditor’s report, will be made available for inspection at the company’s head
office and on the aforementioned Web site no later than on April 7, 2016. The
draft resolutions and the financial statement documents will be available also
at the Annual General Meeting, and copies of the draft resolutions and this
summons will be sent to the shareholders upon request. The minutes of the
Annual General Meeting will be available for inspection on the aforementioned
Web site as of May 5, 2016. 



INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING

1.                 Right to participate and registration

Every shareholder who on April 18, 2016, is registered as a shareholder in the
list of shareholders kept by Euroclear Finland Ltd. has the right to
participate in the Annual General Meeting. Every shareholder whose shares have
been registered in his or her personal book-entry account is registered in the
company’s share register. 

All shareholders who wish to participate in the Annual General Meeting must
register no later than on April 21, 2016, before 16:00. One may register for
the Annual General Meeting in any of the following ways: 

a)     by placing a telephone call to +358 400 613 896;

b)     by e-mail to address leena.junninen@uutechnic.fi; or

c)     by sending a letter to the address Plc Uutechnic Group Oyj, P.O. Box 12,
FI-68601 Pietarsaari, Finland. Registration by letter must arrive before the
registration deadline mentioned above. 

The registration must include the name, identity code, address, and telephone
number of the shareholder, as well as the name of the possible assistant.
Information disclosed by the shareholders to Plc Uutechnic Group Plc Oyj will
be used solely in connection with the Annual General Meeting and related,
necessary registrations. 

In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder
attending the Annual General Meeting has the right to ask questions about the
matters to be addressed at the meeting. 

2.                   Use of a representative and proxy

Shareholders may participate in the Annual General Meeting and exercise their
rights there by proxy. The shareholders’ representatives must present a dated
proxy form, or they must show in some other reliable manner that they are
entitled to represent the shareholder. 

If a shareholder has shares in multiple book-entry accounts, that shareholder
may participate in the Annual General Meeting by means of more than one proxy
such that the representatives represent the shareholder with different shares
in the book-entry accounts. In this case, the shares on whose basis each
representative represents the shareholder must be declared upon registration. 

We request that you submit any proxy forms, as originals, to the address Plc
Uutechnic Group Oyj, P.O. Box 12, FI-68601 Pietarsaari, Finland, before the end
of the registration period. 

3.                  Owners of nominee-registered shares

Any shareholders whose shares are nominee-registered and who wish to
participate in the Annual General Meeting must register temporarily in the
company’s share register for participation in the Annual General Meeting. The
owner of a nominee-registered share may participate in the Annual General
Meeting if he or she is registered in the share register on the basis of share
ownership on the Annual General Meeting’s record date, April 18, 2016.
Notification concerning temporary registration must be made no later than on
April 25, 2016, before 10:00. The registration of the owner of a
nominee-registered share in the company’s share register for temporary
registration is regarded as registration for the Annual General Meeting. Owners
of nominee-registered shares are requested to ask their asset manager for the
necessary instructions for registration in the share register, issuing of
proxies, and registration for the Annual General Meeting. 



4.                   Other information

On the date of the summons, April 7, 2016, the company has, in total,
55,963,210 shares, conferring, in total, 55,963,210 votes. 



In Uusikaupunki, on April 7, 2016



PLC UUTECHNIC GROUP OYJ

The Board of directors








Uutechnic Group is focused on improving the competitiveness of its customers by
providing them with advanced equipment technology and unique service concept
worldwide. The product range includes different types of pressure vessels,
process- and storage tanks, reactors and heat exchangers. Also different types
of long welded and machined axially symmetrical parts as rolls, cylinders,
tubes and cones. 

The main industries are hydrometallurgy, mining-, pulp and paper-, food-,
fertilizer-, and other chemical industries and also environmental technology. 

Plc Uutechnic Group’s subsidiaries are AP-Tela Oy, Japrotek Oy Ab, Uutechnic Oy
and Stelzer Rührtechnik International GmbH. 


         Further Information:
         Jouko Peräaho, Chairman of the Board, Plc Uutechnic Group Oyj
         +358 500 740 808