VAASA, Finland, Feb. 29, 2008 (PRIME NEWSWIRE) -- Vacon Plc, Stock exchange release, 29 February 2008 at 12.00 p.m.: The shareholders of Vacon Plc are invited to attend the Annual General Meeting of Shareholders scheduled at 3 p.m. on Wednesday 26 March 2008. The meeting will be held at Vacon Plc's headquarters at the address Runsorintie 7, 65380 Vaasa, Finland.
The following matters will be on the agenda:
1. The matters referred to in Article 9 of the Articles of Association and Chapter 5, Section 3 of the Companies Act
2. Proposal of the Board of Directors to authorize the Board of Directors to resolve to repurchase the company's own shares
The Board of Directors proposes that the Annual General Meeting of Shareholders authorizes the Board of Directors to use the company's non-restricted equity to repurchase a maximum of 1,529,500 own shares. The maximum number of shares that can be repurchased corresponds to ten (10) percent of the total number of shares in the company.
The shares will be repurchased in deviation from the shareholders' pre-emptive rights (directed repurchase of shares) as the repurchase of shares is executed by purchasing shares through public trading. Shares can be repurchased by the company at the market price prevailing at the time of the repurchase through such public trading.
Shares can be repurchased for the purpose of developing the capital structure of the company, implementing incentive programs for the company's key personnel, paying salaries or fees, financing of potential corporate acquisitions or other transactions or for such other purposes as the Board of Directors decides. The Board of Directors shall be authorized to decide on the manner and other conditions for the repurchase of the company's own shares.
The authorization shall be valid for eighteen (18) months as of the date of the decision of the Annual General Meeting of Shareholders. The authorization cancels the authorization of the Board of Directors given by the Annual General Meeting of Shareholders on 28 March 2007 regarding the right to repurchase the company's own shares.
Documents on display for public inspection Copies of the financial statements and the above mentioned proposals of the Board of Directors will be available for shareholders to view as of Wednesday 19 March 2008 on Vacon Plc's web site (www.vacon.com). Copies of the documents will be sent to the shareholders upon request.
Composition and fees of the Board of Directors The Board of Directors proposes, based on the proposition of the company's Remuneration and Nomination Committee, that the number of members of the Board of Directors be confirmed as seven (7) an that Pekka Ahlqvist, Jari Eklund, Kalle Heikkinen, Mauri Holma, Jan Inborr and Veijo Karppinen are re-elected as members of the Board of Directors and that professor, PhD. (econ.) Riitta Viitala is elected as new member of the Board of Directors. All the proposed persons have given their consent to the duty. The proposal of the Board of Directors is also supported by shareholders representing more than ten (10) per cent of the votes in the company.
The proposed new member of the Board of Directors, PhD. (econ.) Riitta Viitala, has acted as professor of the Department of Management at the University of Vaasa as of year 2006 and as head of the department in question as of August 2007. Viitala is currently a member of the Board of Directors of Vaasan Sahko Oy and Vaasa Oy as well as a member of the advisory board of the State Treasury.
The Board of Directors proposes, based on the proposition of the company's Remuneration and Nomination Committee, that the basic fee of the members of the Board of Directors shall be EUR 1,250 a month and that an additional fee of maximum EUR 2,500 shall be paid to the members of the Board of Directors. The additional fee is determined based on the development of the company's turnover and operating profit for the fiscal year 2008. It is proposed that the Chairman of the Board of Directors is paid twice the basic fee and the additional fee of the members of the Board of Directors.
Auditor
The Board of Directors proposes that the current auditor of the company, KMPG Oy Ab, is re-elected as auditor of the company.
Right to attend
Attendance at the Annual General Meeting of Shareholders is open to shareholders who by 16 March 2008 have been entered as shareholders in the company's Shareholders' Register, which register is kept by the Finnish Central Securities Depository Ltd. Holders of nominee registered shares intending to attend and vote at the Annual General Meeting of Shareholders shall notify their custodian well in advance of their intention and comply with the instructions provided by the custodian. Holders of nominee registered shares can be temporarily recorded in the Shareholders' Register so that the recording is effective on 16 March 2008. The registration must be in place on 16 March 2008.
Notification of participation
A shareholder, who in view of the above, is entitled to attend the Annual General Meeting of Shareholders and who wishes to use his/her voting right at the Annual General Meeting of Shareholders shall register no later than on Wednesday 19 March 2008 at 4.00 p.m. Finnish time. A shareholder can register by sending a letter to Vacon Plc, Johanna Koskinen, Runsorintie 7, FI - 65380 Vaasa or by telephone +358 201 212 528 or by telefax +358 201 212 208 or by e-mail at the address johanna.koskinen@vacon.com. The registration shall be received by Vacon Plc prior to the expiration of the registration period. Any proxy, by which the holder of the proxy wishes to exercise his/her voting right at the meeting should be submitted to Vacon Plc before the expiration of the registration period.
Dividend
The Board of Directors has decided to propose to the Annual General Meeting of Shareholders that a dividend of EUR 0.75 per share shall be paid for the fiscal year 2007. The dividend will be paid to shareholders who have been entered as shareholders in the company's Shareholders' Register, which is kept by the Finnish Central Securities Depository Ltd, by the dividend record date 31 March 2008. The dividend will be paid on 7 April 2008.
Vaasa, 29 February 2008
VACON PLC
Board of Directors
For more information please contact: Mr. Vesa Laisi, President and CEO, Vacon Plc, Phone +358 40 837 1510 Distribution: Financial Supervision Authority OMX Nordic Exchange Helsinki Media