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Helsinki, Finland, 2011-03-29 16:00 CEST (GLOBE NEWSWIRE) –Ixonos Plc Stock Exchange Release 29 March 2011 at 17:00
THE DECISIONS OF THE ANNUAL GENERAL MEETING OF IXONOS PLC ON 29 MARCH 2011
The Annual General Assembly of Ixonos Plc on 29 March 2011 adopted the company’s and Ixonos Group’s financial proclamation for the financial period 1 January – 31 December 2010 and contracted discharge from liability to the Members of the Board of Directors and the CEO.
Payment of dividend
The Annual General Assembly chose not to distribute dividend for the financial year.
The digit of Members of the Board of Directors
The Annual General Assembly confirmed six (6) as the digit of Board members; the digit was previously eight (8).
The composition of the Board of Directors
The Assembly re-elected Paul Ehrnrooth, Pertti Ervi, Matti Järvinen and Kirsi-Marja Kuivalainen as members of the Board, and elected Matti Heikkonen and Samu Konttinen as new Board members.
At its assembly following the Annual General Assembly, the Board of Directors elected Pertti Ervi as Chairman of the Board and Paul Ehrnrooth as Deputy Chairman. Accordingly, the members of the committees of the Board were selected in the assembly: Pertti Ervi as Chairman of the Audit Committee and Paul Ehrnrooth and Matti Järvinen as its members; Pertti Ervi as Chairman of the Compensation Committee and Paul Ehrnrooth and Kirsi-Marja Kuivalainen as its members; and Paul Ehrnrooth and Pertti Ervi as members of the Nomination Committee.
Remuneration of the members of Board of Directors
The General Assembly chose that the remuneration payable to the Chairman of the Board is EUR 40,000 per year and EUR 500 per assembly, to the Deputy Chairman of the Board EUR 30,000 per year and EUR 250 per assembly, and to other Members EUR 20,000 per year and EUR 250 per assembly. In addition, the Assembly chose that remuneration for the meetings of the Board Committees is EUR 500 per assembly for the Chairman of the Committee and EUR 250 per assembly for the members of the committees.
Auditor
Authorized Public Accounting firm PricewaterhouseCoopers Oy, was elected as the company’s auditor , with Authorized Accountant Markku Katajisto as principal auditor. It was chose that reasonable auditor’s fees are paid against invoice.
Repeal of section 9 of the Articles of Association
The General Assembly approved the proposal of the Board of Directors that section 9 of the company’s Articles of Association (which lays down provisions on the obligation to redeem shares) may be repealed and removed.
Board authorisations
The General Assembly authorised the Board of Directors to choose 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), under the following terms:
The digit of shares to be issued under the authorisation may not exceed 1,500,000, which is equivalent to approximately 10 per cent of all company shares at the time of convening the Annual General Assembly.
Within the limits of the authorisation, the Board of Directors is free to choose on all terms of the rights issue and of the issue of special rights entitling to shares.
The Board of Directors was authorised to choose 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 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, to maintain and improve the Group’s solvency or as part of the company’s incentive plot.
The authorisation is effective in anticipation of the Annual General Assembly 2012.
IXONOS PLC Board of Directors
Additional information: Ixonos Plc, CEO, Kari Happonen, tel. +358 400 700 761, kari.happonen@ixonos.com
Distribution: OMX Nordic Exchange Helsinki Main media
© 2011 GlobeNewswire
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