IXONOS PLC STOCK EXCHANGE RELEASE 27 February 2009
INVITATION TO THE ANNUAL GENERAL MEETING
The shareholders of Ixonos Plc are invited to the Annual General Meeting, which
will be held on Thursday, 19 March 2009, from 17:00, in the Aida auditorium of
Opus Business Park 3, Hitsaajankatu 20, 00810 Helsinki, Finland. The reception
of participants will begin at 16:00, as will the coffee preceding the meeting.
A. MATTERS TO BE CONSIDERED AT THE ANNUAL GENERAL MEETING
The following items are on the agenda for the meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to count votes
4. Recording the legality of the meeting
5. Recording of attendance; adoption of the list of votes
6. Presentation of the financial statements, report by the Board of Directors
and audit report for 2008
- The President and CEO's review
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet; distribution
of dividend
The Board of Directors proposes to the meeting that the profit for the financial
period be recorded in the profit and loss account, and that no dividend be paid.
9. Discharge of the Members of the Board of Directors and the President and CEO
from liability
10. Determining the fees to be paid to the Members of the Board of Directors
The Nomination Committee proposes that the following fees be paid to the Board
Members to be appointed:
- Chairman of the Board of Directors: EUR 30,000 per year and EUR 500 per
meeting,
- Vice Chairman of the Board: EUR 22.500 per year and EUR 250 per meeting
- Other Members of the Board: EUR 15.000 per year and EUR 250 per meeting
- For the meetings of the Committees of the Board of Directors, it is proposed
that a fee of EUR 500 per meeting be paid to the Chairman, and a fee of EUR 250
per meeting be paid to the Members.
- Travel expenses would be paid according to the travel rules of the company
11. Determining the number of Members of the Board of Directors
The Nomination Committee proposes that seven members be appointed to the Board
of Directors.
12. Appointment of the Members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the meeting that
- the current Members of the Board of Directors Matti Järvinen, Tero Laaksonen,
Matti Makkonen, Esko Siik and Markku Toivanen be re-appointed as Members of the
Board, and that
- Pertti Ervi and Peter Eriksson be appointed as new Board Members.
Pertti Ervi (born 1957) is an independent consultant and investor. Mr Ervi is
Chairman of the Boards of Digium Ltd, Inventure Oy and Nevtor Oy. He is also a
member of the Boards of F-Secure Corporation, Forte Netservices Oy, Forte
Groupservices Oy and Efecte Corp. Mr Ervi co-founded Computer 2000 Finland Oy
and served as Managing Director for the company until 1995, after which he
became CEO of the Computer 2000 Group in Munich, Germany. He was responsible for
the Group's international operations until 2000, working in close cooperation
with the management of major IT manufacturers such as Cisco, IBM, Intel, HP and
Microsoft. Mr Ervi holds a B.Sc/Electronics degree from Swedish Institute of
Technology in Helsinki, Finland. He has also completed several courses in
finance and management.
Peter Eriksson, M.Sc.(Econ.), born 1966, is Director, Business Development at
investment company Turret Oy Ab, and MD as well as Board Member at its
subsidiary Safety Communications International S.A. Peter Eriksson has been
involved in international business development and commercial activities
throughout his 15-year career. He has recently served at KPMG Consulting Oy
from 1999 to 2001 as a management consultant focusing on the enterprise
resource planning and supply chain management solutions areas, and thereafter
until 2007 in Paris as Head of Finpro France, where his main activity was
business development for Finnish enterprises in the French and European
markets. Peter Eriksson is Member of the Board at the following companies:
Con-Space Communications Inc. (Canada), Finance Link Oy (Finland), Safety
Communications International S.A. (Belgium) as well as Safety Communications
International UK Ltd, Lowe Electronics Ltd and Savox Communications UK Ltd
(United Kingdom).
13. Determining the fee to be paid to the auditor
The Board of Directors proposes that the fee of the auditor be paid according to
a reasonable invoice.
14. Appointment of an auditor
The Board of Directors proposes that KHT firm PricewaterhouseCoopers Oy be
re-appointed as the company's auditor. The principal auditor designated by the
audit firm would be Heikki Lassila, KHT auditor.
15. Authorization for the Board of Directors to decide on a share issue and on
granting special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board to decide on issuing not more than 3,000,000 shares through a share issue
and/or by granting stock options and/or other special rights entitling to
shares, pursuant to chapter 10, section 1 of Finland's Limited Liability
Companies Act (624/2006), in one or more batches. The Board may decide to issue
either new shares, or existing shares possibly held by the company. The maximum
share amount of the proposed authorization is equivalent to approximately 32.4
per cent of all companyshares at the time of convening the Annual General
Meeting. The Board proposes that the authorization be used to finance or
implement any corporate acquisitions or corporate arrangements, to strengthen
the company's balance heet and financial position, or for other purposes
decided by the Board, except to implement staff loyalty or incentive-option
schemes. The authorization is proposed to include entitlement for the Board to
decide on all terms and conditions of any share issue as well as on those of
granting any special rights pursuant to chapter 10, section 1 of the Limited
Liability Companies Act, including the recipients of shares or of special
rights entitling to shares, as well as the consideration to be paid. Thus, the
authorization also includes the right to issue shares or special rights through
directed issue, that is, to deviate from the pre-emptive right of shareholders,
under conditions specified by law. The authorization is proposed to repeal the
corresponding previous authorizations, and to be effective until the Annual
General Meeting of 2010, although not beyond 30 June 2010.
16. Closing of the meeting
B. MEETING DOCUMENTS
The aforementioned Board and Committee proposals that are on the meeting agenda,
as well as this invitation, are kept available to the shareholders on Ixonos
Plc's website at http://www.ixonos.com/en/investors/annual_gm_2009. The
company's balance sheet book for 2008, including the financial statements, and
their appendices, and the Board of Directors' report will be available on the
company's website, mentioned in this section, not later than one week before the
meeting, the audit report, too. Ixonos Plc's annual report will be published in
week 16. The proposals of the Board and of the Committees as well as the
financial statements will also be available at the meeting. Shareholders may
request copies of the meeting documents by sending email to
aila.mettala@ixonos.com, or by telephoning Aila Mettälä at +358 424 2231 or +358
40 531 0678. No separate invitation to the meeting will be sent to
shareholders.
C. INSTRUCTIONS FOR THE MEETING PARTICIPANTS
1. Right to attend; registration
Those shareholders who are recorded on the company's shareholder list,
maintained by Euroclear Finland Ltd, on Monday 9 March 2009, have the right to
attend the meeting. Shareholders whose shares are entered on their personal
book-entry account in Finland are recorded on the company's shareholder list.
Shareholders who wish to participate in the Annual General Meeting must register
for the meeting no later than 12 March 2009, at 15:00, by which time the
registration must have arrived at the company. Registration for the meeting can
be performed
- on the company's website, by using the form at
http://www.ixonos.com/en/investors/annual_gm_2009;
- by email to yhtiokokous@ixonos.com;
- by telefax to +358 206 050 223;
- by postal mail to Ixonos Plc, Annual General Meeting, Hitsaajankatu 24,
FI-00810 Helsinki, Finland, or
- by telephone, between 09:00 and 15:30 Finnish time (07:00-13:30 UTC), to
Aila Mettälä at +358 40 531 0678 or +358 424 2231.
When registering, please state the name, personal identity code or Business ID,
address and telephone number of the shareholder, as well as the name of any
proxy representative and/or assistant. Personal information provided to Ixonos
Plc by shareholders is used only in connection with processing the necessary
registrations related to the meeting.
Pursuant to chapter 5, section 25 of the Limited Liability Companies Act,
shareholders who are present at the meeting are entitled to request information
regarding matters dealt with by the meeting.
2. Assistants and proxy representatives
Shareholders may participate in the meeting, and exercise their rights at the
meeting, by way of proxy representation. The representative must produce a dated
proxy document or otherwise provide reliable evidence of their right to
represent the shareholder. Please send any proxy documents in original to
Ixonos Plc, Annual General Meeting, Hitsaajankatu 24, 00810 Helsinki, Finland,
or by fax to +358 206 050 223, before the registration deadline.
3. Holders of nominee-registered shares
In order to participate in the meeting, holders of nominee-registered shares
must appear on the company's shareholder list as temporary shareholders on the
record date, 9 March 2009. Holders of nominee-registered shares are advised to
contact their custodians in order to request the necessary information on the
shareholder list entry as well as on proxy documents and on registering for the
meeting.
4. Other instructions and information
On the day of convening the meeting, Ixonos Plc has a total of 9,253,089
shares and votes.
Helsinki, 26 February 2009
IXONOS PLC
BOARD OF DIRECTORS
DISTRIBUTION
NASDAQ OMX Helsinki
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