OKMETIC OYJ STOCK EXCHANGE RELEASE 6 MARCH 2015 AT 9.45 A.M.
OKMETIC`S ANNUAL GENERAL MEETING TO CONVENE ON 14 APRIL 2015 AT 10.00 A.M.
The board of directors of Okmetic Oyj has decided to give notice to the shareholders of the company to the annual general meeting to be held on Tuesday 14 April 2015 at 10.00 a.m. The meeting will be held in the Auditorium of the Finnish Aviation Museum in the area of the Helsinki-Vantaa airport, address Tietotie 3, Vantaa. The reception of the persons who have registered for the meeting and the distribution of voting tickets will commence at 9.30 a.m.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the consolidated annual accounts, the board of directors` report, and the auditor`s report for the year 2014
Review by the president
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet, the payment of dividend and authorisation of the board of directors to resolve on the distribution of additional dividend.
According to the annual accounts of 31 December 2014, the parent company`s distributable earnings totaled to 18,455,636.07 euro. After the end of the financial year, no significant changes have taken place in the financial situation of the company.
The board of directors has decided to propose to the annual general meeting that a dividend of 0.15 euro per share be paid (in total 2.5 million euro) in addition to the 0.30 euro already paid in January 2015. The board of directors considers that the strong balance sheet of the company gives a possibility to a total dividend payout of 0.45 euro per share (in total 7.6 million euro) during the beginning of 2015.
The dividend will be payable to shareholders who are registered in the shareholders` register maintained by Euroclear Finland Ltd. on the dividend record date, Thursday 16 April 2015. The board proposes that the dividend payments be made on Thursday, 23 April 2015.
Additionally, the board of directors proposes that it be authorised to decide at its discretion on the payment of dividend should the company`s financial situation permit this. The additional dividend paid on the basis of the authorisation, including all possible separate decisions on dividend payment, may amount up to a maximum of 0.60 euro per share and 10,200,000 euro in total. Any dividend paid on the basis of the board`s decision will be paid to shareholders who on the dividend record date are registered in the shareholders` register maintained by Euroclear Finland Ltd. The board of directors will decide on the record date for the dividend payout and on the dividend payment date, which may at the earliest be the fifth banking day after the record date. The authorisation is proposed to include the right for the board of directors to decide on all other terms and conditions relating to the payment of additional dividend. The authorisation is proposed to be effective until the beginning of the next annual general meeting.
9. Resolution on the discharge of the members of the board of directors and the president as well as the deputy to the president from liability
10. Resolution on the remuneration of the members of the board of directors
Shareholders, who represent more than 16 percent of all shares and votes of the company, propose that the remuneration to the members of the board shall be maintained at the current level so that the remuneration is paid as follows: 1) the chairman of the board 40,000 euro per term 2) the vice chairman of the board 30,000 euro per term, and 3) other board members each 20,000 euro per term. The annual remuneration will be paid in the company`s shares and in cash for the part of taxes. Payment of the remuneration per term will be paid as a one-time payment on 20 May 2015, and the number of remuneration shares shall be determined according to the closing quotation of the company`s share on 19 May 2015. In addition, the board members are entitled to a meeting fee, the amount of which is 750 euro per meeting for the chairman of the board and 500 euro per meeting for each of the other board members.
11. Resolution on the number of members of the board of directors
Shareholders, who represent more than 16 percent of all shares and votes of the company, propose that five members shall be appointed to the board.
12. Election of the members of the board of directors
Shareholders, who represent more than 16 percent of all shares and votes of the company, propose that Mr. Jan Lång, Mr. Hannu Martola, Mr. Mikko Puolakka and Mr. Henri Österlund shall be re-elected as board members and Ms. Riitta Mynttinen shall be elected as a new board member for the term ending at the close of the next annual general meeting. The candidates have given their consent to the appointments. Ms. Mervi Paulasto-Kröckel has announced that she is not available for the formation of the board of directors of the company.
Ms. Riitta Mynttinen (born 1960) holds masters` degree in engineering and in Business Administration. Her latest position is Vice President in a company called Minerals Technologies Europe NV. She has a high level of business expertise from Europe, USA and Asia in coating, chemical and paper industries. Prior to her current role in Minerals Technologies Europe NV, she was responsible for the paper business of Speciality Minerals in Europe. Since 2011 Ms. Mynttinen has been a member of the board of directors of Tikkurila Oyj and since 2010 a member of the board of directors of Mint of Finland.
13. Resolution on the remuneration of the auditor
The board of directors proposes to the annual general meeting that the auditor to be elected at the annual general meeting be reimbursed according to the auditor`s reasonable invoice.
14. Election of the auditor
The board of directors proposes to the annual general meeting that PricewaterhouseCoopers Oy, Authorised Public Accountants, be re-elected as the company`s auditor until the end of the next annual general meeting. PricewaterhouseCoopers Oy has informed that Mr. Mikko Nieminen, Authorised Public Accountant, shall act as the principal auditor. The candidates have given their consent to the appointments.
15. Authorisation of the board of directors to decide on the repurchase and/or the acceptance as pledge of the company`s own shares
The board of directors proposes to the annual general meeting that the board of directors be authorised to decide on the repurchase and/or the acceptance as pledge of the company`s own shares in one or more tranches as follows:
The aggregate number of shares repurchased and/or accepted as pledge on the basis of the authorisation may not exceed 864,375 shares, which represents approximately five percent of all the shares of the company. The company and its subsidiaries together cannot at any time own and/or hold as pledge more than 10 percent of all of the company`s registered shares.
Only unrestricted equity can be used to repurchase the company`s own shares under the authorisation. Own shares can be repurchased at a price determined by public trading on the day of repurchase or at another market-based price.
The board of directors decides on the method of repurchasing and/or accepting as pledge of the company`s own shares as well as the other terms and conditions. Shares can be repurchased otherwise than in the shareholders` proportional holding of shares (directed repurchase). The authorisation cancels the authorisation given by the annual general meeting on 9 April 2014 to the board of directors to decide on the repurchase and/or acceptance as a pledge of the company`s own shares. The authorisation is effective until the next annual general meeting of shareholders, however, no longer than until 14 October 2016.
16. Authorisation of the board of directors to decide on the issuance of shares, the transfer of the company`s own shares as well as the issuance of special rights entitling to shares
The board of directors proposes to the annual general meeting that the board of directors be authorised to decide on the issuance of shares, the transfer of the company`s own shares, and the issuance of special rights entitling to shares according to Chapter 10, section 1 of the Limited Liability Companies Act in one or more tranches as follows:
The aggregate number of shares issued or transferred on the basis of the authorisation may not exceed 2,593,125 shares.
The board of directors decides on all the terms and conditions of the issuance of shares, the transfer of the company`s own shares, and the issuance of special rights entitling to shares according to Chapter 10, section 1 of the Limited Liability Companies Act. The authorisation concerns both the issuance of new shares as well as the transfer of the company`s own shares. The issuance of shares, the transfer of the company`s own shares and the issuance of special rights entitling to shares according to Chapter 10 section 1 of the Limited Liability Companies Act may be carried out in deviation from the shareholders` pre-emptive rights (directed issue).
The authorisation cancels the authorisation given by the annual general meeting on 9 April 2014 to the board of directors to decide on the issuance of shares, transfer of the company`s own shares as well as the issuance of special rights entitling to shares. The authorisation is effective until the next annual general meeting, however, no longer than until 14 October 2016.
17. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The aforementioned decision proposals relating to the agenda of the general meeting as well as this notice are available on Okmetic Oyj`s website at http://www.okmetic.com/www/page/investors. The annual report of Okmetic Oyj, including the company`s annual accounts, the consolidated annual accounts, the board of directors` report, and the auditor`s report, is available on the above-mentioned website as of 24 March 2015, at the latest. The proposals and the other aforementioned documents are also available at the meeting. The minutes of the meeting will be available on the above-mentioned website as of 28 April 2015, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholder registered in the shareholders` register
Each shareholder, who is registered on the record date of the general meeting, Tuesday 31 March 2015, in the shareholders` register of the company maintained by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders` register of the company.
A shareholder registered in the company`s shareholders` register, who wants to participate in the general meeting, shall register for the meeting no later than on Thursday 9 April 2015 at 12.00 a.m. by giving a prior notice of participation. The notice of participation has to be received by the registration deadline. Such notice can be given:
a) by Internet on the company`s website: http://okmetic.com/www/page/general_meeting;
b) by email to shareholders@okmetic.com;
c) by telephone on +358 9 5028 0509 during office hours from Monday to Thursday between 9.00 a.m. and 4.00 p.m.; or
d) by letter, addressed to Okmetic Oyj, Share Register, P.O. Box 44, FI-01301 Vantaa, Finland
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number as well as the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Okmetic Oyj is used only in connection with the general meeting and with the processing of related registrations.
A shareholder, his/her representative or proxy representative shall, when necessary, at the annual general meeting be able to prove his/her identity and/or right of presentation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on Tuesday 31 March 2015 would be entitled to be registered in the shareholders` register of the company maintained by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders` register maintained by Euroclear Finland Ltd. at the latest by Thursday 9 April 2015, by 10.00 a.m. As regards nominee registered shares this constitutes as registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders` register of the company, the issuing of proxy documents, and the registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholders` register of the company by no later than the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by means of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
Possible proxy documents should be delivered in originals to Okmetic Oyj, Share register, P.O. Box 44, FI-01301 Vantaa by the registration deadline.
4. Other information
Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the general meeting, 6 March 2015, the total number of shares and votes in Okmetic Oyj is 17,287,500 and the company holds 416,763 of its own shares.
OKMETIC OYJ
Board of directors
For further information, please contact:
Senior Vice President, Finance, IT, and Communications Juha Jaatinen, Okmetic Oyj,
tel. +358 9 5028 0286, email: juha.jaatinen@okmetic.com
Okmetic is a technology company which supplies tailor-made silicon wafers for sensor and semiconductor industries. Okmetic provides its customers with solutions that boost their competitiveness and profitability.
Okmetic`s silicon wafers are part of a further processing chain that produces end products that improve human interaction and quality of life. Okmetic`s products are based on high-tech expertise that generates added value for customers, innovative product development and an extremely efficient production process.
Okmetic has a global customer base and sales network, production plants in Finland and the US and contract manufacturers in Japan and China. Okmetic`s shares are listed on Nasdaq Helsinki under the code OKM1V. For more information on the company, please visit our website at www.okmetic.com.
Notice to the annual general meeting 2015.pdf
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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Okmetic Oyj via GlobeNewswire
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