IXONOS PLC STOCK EXCHANGE RELEASE 2.3.2007
INVITATION TO THE ANNUAL GENERAL MEETING
The shareholders of Ixonos Plc are invited to the Annual General Meeting to be
held on Thursday 22 March 2007 at 5.00 pm at Opus Business Park, auditorium
Aida, Hitsaajankatu 20, 00810 Helsinki, i.e. the same address as the company’s
main office. The following items are on agenda:
1. The issues pertaining to the Annual General Meeting pursuant to article 3 in
chapter 5 of the Companies Act, as well as determining the fees of the Members
of the Board of Directors and the auditors.
2. Authorizing the Board of Directors to decide on a share issue.
The Board of Directors proposes that Annual General Meeting authorizes the Board
to decide on the issue of no more than 1,500,000 shares through a share issue on
one or more occasions. The Board may decide to issue new shares or own shares
held by the company. The maximum number of shares included in the proposed
authorization accounts for approximately 20.2 per cent of the company's entire
share capital at the time of the release of the invitation to the Annual General
Meeting. It is proposed that the authorization be used to finance or implement
any corporate acquisitions or other arrangements, or for other purposes decided
by the Board. It is proposed that under the authorization the Board of Directors
will be entitled to decide on the terms and conditions of a share issue
including the recipients of shares or special rights entitling to shares, and
the compensation to be paid. Thus, the authorization includes the right to issue
shares or special rights through private offering, i.e. to deviate from the
shareholders' pre-emptive right subject to provisions of the law. It is proposed
that the authorization is effective until the next Annual General Meeting,
expiring on 30 June 2008 at the latest.
3. The authorization of the Board of Directors to acquire the company’s own
shares
The Board proposes that the Annual General Meeting authorizes the Board to
decide on the acquisition of no more than 742.370 of the company’s own shares,
provided that the company and its subsidiaries at no time hold more than 10 per
cent of the company’s registered shares. Own shares can be acquired to develop
the company’s capital structure, to finance acquisition or other corporate
structuring or to be conveyed or cancelled. The minimum purchasing price of the
shares to be acquired is the lowest market price noted in the public trading
during the authorization period, and the maximum purchasing price is the highest
price noted in the public trading during the authorization period. The Board of
Directors will decide on the means of acquisition and other terms. The
acquisition may deviate from the shareholders’ pre-emptive rights to acquire the
company’s shares (directed acquisition), provided that weighty financial grounds
exist. Under this authorization, own shares may only be acquired using non-tied
equity. Thus, the share acquisition reduces the company's distributable non-tied
equity. It is proposed that the authorization is effective until the next Annual
General Meeting, expiring on 30 June 2008 at the latest.
4. The composition of the Board of Directors
The Board’s Nomination Committee proposes the Board of Directors should have six
(6) members and that the present Board, Tero Laaksonen, Eero Hurme, Seppo
Jaatinen, Esko Siik, Matti Järvinen and Matti Makkonen, be elected to continue.
5. Election of auditor
The Board proposes that PricewaterhouseCoopers Oy, Authorized Public Accounting
Firm, continues as the company’s auditor.
6. Election of members to the Nomination Committee and fees
According to the Corporate Governance code determined by the Board, the
Nomination Committee comprises two (2) Members named by the Board and two (2)
representatives of the shareholders, named by the Annual General Meeting, of
whom one acts as Chairman of the Nomination Committee. Shareholders who
represent about 25 per cent of the company’s shares and votes suggest that the
Annual General Meeting elects Peter Ramsay of Special Mutual Fund Avenir, and
Jari Kivihuhta of Nordea Nordic Small Cap Fund, to the Nomination Committee. As
compensation, Ramsay and Kivihuhta would receive the same remuneration as the
Nomination Committee members appointed by the Board of Directors.
7. The Board’s proposal to allocate the profit
The Board proposes that of the profit for the financial period a dividend of EUR
0.27 per share be distributed to the shareholders, and that the remaining profit
be carried over in shareholders’ equity. The dividends shall be distributed to
the shares that are registered on the company’s shareholders list maintained by
the Finnish Central Securities Depositary on the balance day 27 March 2007. The
Board of Directors proposes that the dividend be paid on 4 April 2007.
THE DISPLAY OF THE DOCUMENTS, THE RIGHT TO ATTEND, AND REGISTRATION
The financial statement documents and the above proposals by the Board of
Directors will be displayed in their entirety for one week preceding the Annual
General Meeting at the company's main office, Hitsaajankatu 20, 00810 Helsinki,
and on the company website http://www.ixonos.com. Shareholders may request
copies of the aforementioned documents by emailing to aila.mettala@ixonos.com or
by phone +358 40 531 0678.
Those shareholders who have been registered in the company’s shareholder
register maintained by the Finnish Central Securities Depositary on 12 March
2007 have the right to attend the Annual General Meeting. Holders of
nominee-registered shares intending to participate in the Annual General Meeting
should notify their custodian well in advance of their intention and comply with
the instructions provided by the custodian. The registration must be in force on
12 March 2007.
To have the right to attend the General Meeting, shareholders must notify the
company no later than Monday 19 March 2007 at 4.00 pm either via the Internet by
completing the registration form on the company’s website http://www.ixonos.com
or by email to yhtiokokous@ixonos.com or by ground mail to Ixonos Plc/General
Meeting, P.O. BOX 284, 00811 FI-Helsinki, or by fax to +358 2060 50223.
Any proxies must arrive by the end of the registration period on 19 March 2007
by 4.00 pm at the address: Ixonos Plc/General Meeting, P.O. Box 284, 00811
FI-Helsinki, or to fax number +358 2060 50223, or at the meeting place before
the start of the meeting.
In Helsinki on 1 March 2007
IXONOS PLC
THE BOARD OF DIRECTORS