Ixonos
Notice to convene annual all-purpose assembly
Helsinki, Finland, 2011-03-07 16:30 CET (GLOBE NEWSWIRE) — Ixonos Plc
Have a supply of Exchange Release 7 March 2011 at 17:30
NOTICE OF THE ANNUAL GENERAL MEETING OF IXONOS PLC
The shareholders of Ixonos Plc are convened to the Annual All-purpose Assembly of
the companionship. The assembly will be held on Tuesday, 29 March 2011, from 11.30, in
the Union Square audience at Event Arena Bank, Unioninkatu 22, Helsinki.
Entry to the assembly is through Havis Business Center. The greeting of
participants will commence at 10.30, as will the brunette preceding the assembly.
A. MATTERS TO BE DECIDED AT THE ANNUAL GENERAL MEETING
The following bits and pieces are on the agenda for the assembly:
1. Notch of the assembly
2. Calling the assembly to order
3. Election of personnel to scrutinise the minutes and to count votes
4. Tape the legality of the assembly
5. Tape of attendance; adoption of the register of votes
The 2010 financial statements, counting the consolidated financial statements,
as well as the report of the Enter of Directors, the examiner’s report and the
review of the President and CEO will be presented.
6. Adoption of the financial statements
7. Use of the profit shown on the weigh page; distribution of
dividend
The Enter of Directors proposes that the distributable assets be left in
shareholders’ equity and that no dividend for the financial period 2010 be paid
to shareholders.
8. Discharge of the members of the Enter of Directors and the President
and CEO from liability
9. Fees to be paid to the members of the Enter of Directors
The Nomination Committee proposes that the fees to be paid to the members of
the Enter of Directors be kept unchanged as follows:
– Chairman of the Enter of Directors: EUR 40,000 per year and EUR 500 per
assembly
– Vice Chairman of the Enter of Directors: EUR 30,000 per year and EUR 250
per assembly
– Other members of the Enter of Directors: EUR 20,000 per year and EUR 250
per assembly
– For the meetings of the committees of the Enter of Directors: EUR 500 per
assembly to the chairman and EUR 250 per assembly to the members.
Travel expenses would be paid according to the travel policy of the companionship.
10. The number of members of the Enter of Directors
The Nomination and Remuneration Committee of the Enter of Directors proposes
that six ordinary members be elected to the Enter.
11. Appointment of the members of the Enter of Directors
The Nomination Committee proposes that the following personnel be elected as
members of the Enter of Directors:
– current members Paul Ehrnrooth, Pertti Ervi, Matti Järvinen and Kirsi-Marja
Kuivalainen;
– Matti Heikkonen and Samu Konttinen as new members.
The new nominees are presented in the Investors section of the companionship’s
website at http://www.ixonos.com.
Shareholders, that together speak for approximately 30 per cent of the
companionship’s shares and votes, have announced their help for the proposal.
12. Examiner’s fee
The Enter of Directors proposes that the examiner be paid according to a
reasonable invoice.
13. Appointment of an examiner
The Enter of Directors proposes that KHT firm PricewaterhouseCoopers Oy be
re-appointed as the companionship’s examiner. The principal examiner designated by the
audit firm would be Markku Katajisto, KHT examiner.
14. Repeal of section 9 of the Articles of Association
The Enter of Directors proposes that section 9 of the companionship’s Articles of
Association be repealed and removed. (Section 9 lays down provisions on the
obligation to rescue shares.)
The choice requires a qualified margin: it must be supported by at smallest amount
two thirds of the votes cast and the shares represented at the assembly.
15. Authorising the Enter of Directors to shape on share issues and on
granting special rights entitling to shares
The Enter of Directors proposes that the Annual All-purpose Assembly authorise the
Enter to shape on a rights issue, as well as on issuing have a supply of options and
other special rights entitling to shares pursuant to chapter 10, section 1 of
the Limited Liability Companies Act (624/2006), below the following terms:
The number of shares to be issued below the authorisation may not exceed
1,500,000, which is equivalent to approximately 10 per cent of all companionship
shares at the time of convening the Annual All-purpose Assembly.
Within the limits of the authorisation, the Enter of Directors is free to
shape on all terms of the rights issue and of the issue of special rights
entitling to shares.
The Enter of Directors is authorised to shape 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 pre-emptive aptly 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 companionship’s
operations, to maintain and improve the Assemble’s solvency or as part of the
companionship’s incentive plot.
The authorisation is proposed to be effectual until the Annual All-purpose Assembly
2012.
The choice requires a qualified margin: it must be supported by at smallest amount
two thirds of the votes cast and the shares represented at the assembly.
16. Closing of the assembly
B. MEETING DOCUMENTS
The following documents will be made unfilled to the shareholders, in the
Investors section of Ixonos Plc’s website at http://www.ixonos.com, not shortly
than 21 days prior to the Annual All-purpose Assembly: the aforementioned Enter and
committee proposals that are on the agenda of the assembly; the companionship’s
financial statements; the report of the Enter of Directors; the examiner’s
report and this notice. The same documents will be unfilled at the Annual
All-purpose Assembly. Copies of those documents will also be mailed to shareholders
who request them. Otherwise, no separate notice of the assembly will be sent to
shareholders.
C. INSTRUCTIONS FOR PARTICIPANTS
1. Aptly to concentrate; development notice of participation
Shareholders who are registered on the companionship’s shareholder list, which
Euroclear Finland Ltd maintains, on Thursday, 17 March 2011 have the aptly to
concentrate the assembly. Shareholders whose shares are entered on their personal
book-entry tab in Finland are registered on the companionship’s shareholder list.
Shareholders who wish to participate in the Annual All-purpose Assembly must give
development notice of their participation. Such notice must arrive at the companionship
no shortly than Thursday, 24 March 2011 at 16.00. Development notice of participation
can be agreed:
a) by the form in the Investors section of the companionship’s website at
http://www.ixonos.com;
b) by email to ;
c) by fax to +358 206 050 223;
d) by postal mail to Ixonos Plc, Annual All-purpose Assembly, Hitsaajankatu 24,
00810 Helsinki, Finland;
e) by touchtone phone, between 9.00 and 16.00 Finnish time (7.00-14.00 UTC), to Aila
Mettälä at +358 40 531 0678 or +358 424 2231.
When charitable development notice of participation, please state the shareholder’s
name, personal identity code, address and touchtone phone number as well as the name
of any supporter and the name and personal identity code of any proxy
representative. Personal in rank provided to Ixonos Plc by its shareholders
is used only in connection with the Annual All-purpose Assembly and with processing
the necessary registrations related to the assembly
2. Proxy submission and documents
Shareholders may participate in the Annual All-purpose Assembly, and implementation their
rights at the assembly, by way of proxy submission. The representative shall
produce a dated proxy document or otherwise provide reliable evidence of his or
her aptly to speak for the shareholder. If several proxies speak for the same
shareholder based on shares held on different book-entry financial statement, the shares
on which each proxy’s submission is based must be stated when charitable
development notice of participation. Please hand the companionship with any proxy
documents as an email attachment (such as in PDF), by fax or by postal mail,
by the above-mentioned addresses for development notice, no shortly than the last
date for development notices of participation.
3. Holders of nominee-registered shares
Holders of nominee-registered shares must in excellent time request from their
custodians the necessary instructions on entry in the shareholder register as
well as on proxy documents and on development notice of participation in the Annual
All-purpose Assembly. If the holder of a nominee-registered share wishes to concentrate
the assembly, the tab operator of the custodian shall say the shareholder
for a temporary entry into the shareholder register no shortly than Thursday, 24
March 2011 at 10.00.
4. Other in rank
Pursuant to chapter 5, section 25 of the Limited Liability Companies Act,
shareholders who are bestow at the Annual All-purpose Assembly are free to
request in rank on matters dealt with by the assembly.
On the day of convening the assembly, as registered in the Trade Register,
Ixonos Plc has 15,102,484 shares and votes.
Helsinki, 7 March 2011
IXONOS PLC
Enter of Directors
For additional in rank, please contact:
Ixonos Plc, Kari Happonen, President and CEO, tel. +358 400 700 761,
Distribution:
NASDAQ OMX Helsinki
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