Neomarkka Plc STOCK EXCHANGE RELEASE 8 May 2008 at 15.00 PM 1(4)
NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF NEOMARKKA PLC
The shareholders of Neomarkka Plc are hereby invited to the Annual General
Meeting to be held on Wednesday, 11 June 2008 at 12:00 at Niinistönkatu 8-12,
05800 Hyvinkää, Finland. Shareholder registration at the venue will begin at
11:00.
The matters pertaining to the Annual General Meeting and other matters specified
below will be on the agenda:
1. PRESENTATION OF FINANCIAL STATEMENTS, ANNUAL REPORT AND AUDITOR'S REPORT
2. ADOPTION OF THE FINANCIAL STATEMENTS
3. DISTRIBUTION OF PROFIT
The Board of Directors proposes that, based on the adopted balance sheet for
2007, a dividend of EUR 0,50 per share will be distributed on the Company's A
and B shares. The dividend will be paid to shareholders who are registered in
the Company's shareholder register maintained by the Finnish Central Securities
Depository Ltd on the record date, 16 June 2008. The Board of Directors proposes
that the dividend be paid on 24 June 2008.
4. DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD AND THE MANAGING
DIRECTOR
5. REMUNERATIONS FOR THE MEMBERS OF THE BOARD AND THE AUDITORS AND THE BASIS FOR
COMPENSATION OF COSTS
The shareholders currently representing over 50 percent of the votes, propose
the following:
It is proposed that the Members of the Board be paid an annual remuneration of
EUR 10,000, the Deputy Chairman of the Board an annual remuneration of EUR
12,500, the Chairman of the Board an annual remuneration of EUR 15,000, and the
Board and the Committees an attendance remuneration of EUR 600 per each meeting.
Furthermore, it is proposed that the Members of the Board be compensated for
their travel expenses.
In addition, it is proposed that the Members of the Board be paid a bonus based
on the annual profit of the Company's class B shares, the amount of which is EUR
2,000 for the Chairman of the Board and EUR 1,000 for the ordinary members of
the Board, multiplied by annual profit based on the stock price development of
Neomarkka Plc's class B share for the period June 2008 - June 2009. Should the
annual financial profit exceed 50 percent, the profit shall be paid in
accordance with 50 percent.
Furthermore, the persons to be elected in Neomarkka Plc's Board of Directors
shall undertake to acquire shares in the Company by a minimum of EUR 30,000
during the year 2008. A Member of the Board shall not transfer the class B
shares so acquired prior to 31 December 2010.
The Board of Directors proposes that the auditors' fees be paid as per
reasonable invoice.
6. NUMBER AND ELECTION OF THE MEMBERS OF THE BOARD
The above shareholders have notified that they will propose to the Annual
General Meeting that the number of members of the Board of Directors be
confirmed at six (6) and that following persons, subject to their consent, be
re-elected to the Board of Directors: M. Sc. (Industrial Economy) Jorma
Wiitakorpi, Ph. D. (Econ.) Matti Lainema, M. Sc. (Econ.) Hannu Anttila, M. Sc.
(Econ.) Taisto Riski, Grad. of Comm. Call. Pekka Soini, and M. Sc. (Eng.) Ilpo
Helander.
7. ELECTION OF THE AUDITORS
The above shareholders propose that Authorized Public Accountants Deloitte &
Touche Ltd, with Authorized Public Accountant Hannu Mattila as responsible
auditor, be elected as the Auditor of the Company.
8. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF THE
COMPANY'S OWN SHARES
The Board of Directors proposes that it be authorized to decide on acquisition
of the Company's own shares so that a maximum of 588,076 class B shares will be
acquired. The proposed amount corresponds to approximately 9.77 percent of all
the shares in Company and in total ten percent of the Company's class B shares.
The authorization includes the acquisition of shares in public trading on the
OMX Nordic Exchange Helsinki in accordance with its rules, and the consideration
to be paid for the shares to be acquired must be based on market price. When
carrying out the acquisition of the Company's own shares, derivatives, share
lending and other contracts customary to the capital markets may be entered into
within the limits set by law and regulations.
The authorization entitles the Board of Directors to decide on the acquisition
in a proportion other than that of the shares held by the shareholders (directed
acquisition). The shares are acquired to be used in order to carry out
acquisitions or other arrangements within the scope of the Company's business
operations, to improve the Company's capital structure, as part of implementing
the Company's incentive scheme, or to be further transferred for other purposes
or to be cancelled. The Board of Directors is entitled to decide on other
matters pertaining to the acquisition of the Company's own shares.
The authorization is proposed to remain in force until the next Annual General
Meeting.
9. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF SHARES AND
SPECIAL RIGHTS ENTITLING TO SHARES
The Board of Directors proposes that the Annual General Meeting authorize the
Board to decide on an issue of new class B shares and on a transfer of class B
treasury shares held by the Company either against or without payment.
The new class B shares may be issued and the class B treasury shares held by the
Company may be transferred to the shareholders of the Company in proportion to
their shareholdings or in deviation from the shareholders' pre-emptive rights if
there is a weighty financial reason for the Company to do so.
The Board of Directors may also decide on a share issue without payment directed
to the Company.
The Board of Directors also proposes that the Board be authorized to issue
special rights referred to in Chapter 10, section 1 of the Finnish Companies Act
entitling the holder to receive new shares in the Company or class B treasury
shares held by the Company against payment.
The maximum number of new class B shares, including shares to be issued under
special rights, may amount to a total of 1,176,152 shares, at maximum. The
maximum number of class B treasury shares held by the Company that are subject
to the transfer may total 588,076 shares.
The authorizations are proposed to remain in force until the next Annual General
Meeting. The authorizations will not revoke previous unused share issue
authorizations.
DOCUMENTS ON DISPLAY
The financial statements and the proposals by the Board of Directors are
available for inspection by the shareholders as of 8 May 2008 at the Company's
office at Aleksanterinkatu 48 A, Helsinki, Finland. Copies of these documents
will be sent to the shareholders upon request.
PARTICIPATION IN AND REGISTRATION FOR THE GENERAL MEETING
In order to attend the General Meeting, the shareholders must be registered as
the Company's shareholders in Neomarkka Plc's shareholder register maintained by
the Finnish Central Securities Depository Ltd on Friday, 30 May 2008, at the
latest.
A shareholder who wishes to attend the Annual General Meeting must declare his
or her intention to attend to the Company on 5 June 2008 before 16:00, at the
latest. Registration can be made by email at ilmoittautuminen@neomarkka.fi or by
phone at +358 207 209 193 (Kristiina Vuorimies). In addition to their names, the
shareholders are requested to give their identity or business identification
numbers and to deliver any proxies in writing. The registration must arrive
before the end of the registration period.
Neomarkka Plc
The Board of Directors
pp. Sari Tulander
CFO
FURTHER INFORMATION
Markku E. Rentto, Managing Director, tel. +358 207 209 191
Sari Tulander, CFO, tel. +358 207 209 192
DISTRIBUTION
NASDAQ OMX Nordic Exchange, Helsinki
Main media
www.neomarkka.fi