INVITATION TO LAROX CORPORATION ANNUAL GENERAL MEETING OF SHAREHOLDERS
Larox Corporation shareholders are invited to the annual general meeting of
shareholders to be held on Friday 30 March 2007 at 11 a.m. at Larox Corporation
headquarters, address Tukkikatu 1, 53900 Lappeenranta.
The matters to be handled in the annual general meeting of shareholders are:
1. According to paragraph 12 of the articles of association the routine matters
of the annual general meeting of shareholders
2. Composition of the board of directors and auditors
The shareholders who hold over 50 % of the number of votes the company shares
give have informed that they will propose to the annual general meeting of
shareholders that the following current members of the board of directors be
elected to the board of directors for the term which lasts until the next annual
general meeting of shareholders: Mr. Timo Vartiainen, Ms. Katariina Aaltonen,
Mr. Teppo Taberman, Mr. Thomas Franck and Mr. Matti Ruotsala.
For more information on the board member candidates, please visit the company's
web pages www.larox.com/investors
The same shareholders have also informed that they will propose to the annual
general meeting of shareholders that the following current auditors continue
until further notice: APA Kim Karhu and auditing society PricewaterhouseCoopers
Oy, APA Kaija Leppinen with the main responsibility for the audit and APA Henrik
Sormunen and APA Jarmo Alén as deputy auditors.
3. Payment of dividends
Based on the proposal by the board of directors the dividend for the past fiscal
year, which ended on 31 December 2006, is EUR 0.30 per share. Shareholders who
are registered in the shareholders' registry maintained by the Finnish Central
Securities Depository Ltd. on 4 April 2007, the matching day of dividend
payment, are entitled to the dividend. The dividends will be paid on
13 April 2007.
4. Proposal by the board of directors to THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO authorize the board of directors to decide on repurchase of
shares
The board of directors proposes that the annual general meeting of shareholders
authorize the board of directors to decide on repurchase of shares by using the
company's unrestricted shareholders' equity. The proposed maximum number of
shares in the authorization is 500.000 Larox Corporation B-series shares.
The shares may be purchased in order to finance or carry out acquisitions
or other business transactions, in order to develop the company's capital
structure, to improve the liquidity of the Company's shares, to employee
incentive plans, to be disposed for other purposes, or to be cancelled.
The repurchases will be carried out through public trading, whereby the shares
will be repurchased in another proportion than according to the holdings of the
shareholders. The repurchase price must be based on the market price of the
Larox Corporation B share in public trading. The repurchases of shares will be
carried out at Helsinki Stock Exchange and according to their rules and
instructions.
The board of directors cannot realize the authorization of the repurchase of
shares should the total number of the company's or its subsidiary's own or
pledged shares exceed 10 per cent of all shares after the purchase.
The authorization is valid 18 months from the resolution by the annual general
meeting of shareholders.
5. The proposal by the board of directors to the annual general meeting of
shareholders to authorize the board of directors to decide on share issue,
AND/OR stock option rights OR other special rights that entitle to shares
The board of directors proposes that the annual general meeting of shareholders
authorize the board of directors to decide on shares, stock option rights or
special rights referred to in the Finnish Companies Act chapter 10, paragraph 1
in one or more lots in such a way that based on the authorization the total
maximum number of Larox Corporation B-series shares is 500 000. The board of
directors may decide to give either new shares or own shares the company
posesses. It is proposed that the authorization be used to finance and to carry
out acquisitions or other business transactions and the company's investments,
employee incentive plans or other purposes decided by the board of directors.
The authorization includes the right to decide on share issue without a
subscription price and the right to deviate from the shareholders' subscription
right according to certain preconditions of the Companies Act. The authorization
is valid for five years from the resolution by the annual general meeting of
shareholders.
Documents
The copies of the financial statements and the proposals by the board of
directors are available to the shareholders one week before the meeting at Larox
Corporation headquarters. Copies of these documents are available on request.
Participation
Shareholders who are registered as shareholders in the shareholders' register
maintained by the Finnish Central Securities Depository Ltd. no later than 20
March 2007 have the right to participate in the annual general meeting of
shareholders.
Notification of participation
Shareholders who wish to participate in the annual general meeting of
shareholders must notify the company no later than 23 March 2007 at 2 p.m.
Notification can be made in writing to Larox Corporation, P.O. Box 29, 53101
Lappeenranta, by phone +358 5 668 8211, fax +358 5 668 8277 or email to
tuula.poutanen@larox.com
Possible powers of attorney or other authorizations are requested be given with
the notification of participation.
Lappeenranta 1 March 2007
LAROX CORPORATION
Board of Directors
For further information please contact
Mr Timo Vartiainen, Chairman
Tel. +358 (5) 668 8305, Fax. +358 (5) 668 8277
Email: timo.vartiainen@larox.com
DISTRIBUTION: HELSINKI STOCK EXCHANGE, central MEDIA