NOTICE OF ANNUAL GENERAL MEETING 19 March 2009
The shareholders of Tiimari Plc are invited to participate in the Annual General
Meeting held on Tuesday, 7 April at 9.00 in the Scandic Hotel Marski in
Mannerheimintie 10, 00100 Helsinki. The reception of persons registered for the
meeting and serving of coffee will commence at 8.15.
A. Matters on the agenda of the Annual General Meeting
The agenda for the Annual General Meeting is as follows:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of
Directors and the Auditor's report for the year 2008 - Review by the Managing
Director
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the
distribution of dividend
The Board of Directors proposes to the Annual General Meeting that the loss for
the financial period totalling 1,585,287.88 be recorded in retained earnings and
that no dividend be paid.
9. Resolution on the discharge of the members of the Board of Directors and the
Managing Director from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nominating and Compensation Committee of the Board of Directors proposes
that the remuneration payable to the members of the Board of Directors is as
follows:
- The Chairman and Vice Chairman EUR 2,000 per month
- Each member of the Board EUR 1,200 per month
- Compensation for meetings of Committees EUR 100 per meeting
- Travel and accommodation costs are indemnified according to the Company's
expense compensation rules.
11. Resolution on the number of members of the Board of Directors
The Nominating and Compensation Committee of the Board of Directors proposes
that 6 members be appointed to the Board of Directors.
12. Election of members of the Board of Directors
The Nominating and Compensation Committee of the Board of Directors proposes
that
- Peter Seligson, Arja Hautanen, Juha Mikkonen and Alexander Rosenlew be
re-elected as members of the Board of Directors; and that
- Stora Enso Oyj's Deputy CEO, Master of Economic Sciences Hannu Ryöppönen (b.
1952) and former Deputy Managing Director of the ICA Group, professional board
member Sven-Olof Kulldorff (b.1954) be elected to the Board as new members.
Personal details of the proposed new members of the Board are presented on the
Company's website under Investors at www.tiimari.com/investors (Annual General
Meeting 7 April 2009).
13. Resolution on the remuneration of the Auditor
The Audit Committee of the Board of Directors proposes that the auditor to be
elected be reimbursed according to a reasonable invoiced amount.
14. Election of Auditor
The Audit Committee of the Board of Directors proposes that KPMG Oy Ab continue
as the Company's auditor. The auditing entity has appointed KHT Sixten Nyman as
the auditor with principal responsibility.
15. Authorisation to the Board of Directors to decide upon new issues of shares
and special rights to shares
The Board of Directors Proposes that the Annual General Meeting authorise the
Board of Directors to decide upon the issue of an aggregate maximum of 5,655,535
new shares in the form of a share issue and/or special rights (including stock
options) entitling to shares pursuant to Chapter 10, Section 1 of the Finnish
Companies Act in one or more tranches. The Board of Directors may decide to
issue either new shares or the Company's treasury shares that may be in the
company's possession. The proposed maximum amount of the authorisation
represents approximately 50% of all Company shares on the date on which the
invitation to the Annual General Meeting was published. The authorisation is
proposed to be used for financing and implementing potential acquisitions or
other arrangements, consolidating the Company's balance sheet and financial
situation, for implementing engagement and incentive compensation systems of new
Board members, executives or other employees, or for any other purposes
determined by the Board of Directors. Within the engagement and incentive
compensation system, new Board members and the Company's new Managing Director
could be granted an aggregate maximum of 500,000 stock options. The
authorisation is proposed to entitle the Board of Directors to decide on any and
all terms and conditions of share issues and the issuing of special rights
pursuant to Chapter 10, Section 1 of the Finnish Companies Act, including the
right to identify the beneficiaries of shares or of special rights entitling to
shares and the right to determine the amount of consideration. The authorisation
shall thus entitle the Board of Directors to directed issues of shares or
special rights, i.e. to a deviation from the shareholders' pre-emptive right
subject to the provisions of the applicable law. The authorisation is proposed
to revoke all previous authorisations for share issues and remain in force until
the next Annual General Meeting but not after 30.06.2010.
16. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals by the Board of Directors mentioned on the agenda above, together
with this Notice, are made available to shareholders on the Company's website at
www.tiimari.com/investors (Annual General Meeting 7 April 2009). Tiimari Plc's
financial statements, the annual report and the audit report will be available
for review on the Company's website no later than on 31 March 2009. The
proposals of the Board of Directors and Board Committees will also be available
at the meeting, and copies of these documents and this Notice will be sent to
shareholders upon request. The Notice of the Annual General Meeting will not be
sent separately to shareholders.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
A shareholder, who has been entered on 27 March 2009 into the Company's
shareholder register held by Euroclear Finland Ltd, is entitled to participate
in the Annual General Meeting. A shareholder, whose shares are registered on
his/her personal book-entry account, is registered in the Company's shareholder
register. A shareholder wishing to participate in the Annual General Meeting
shall register for the Meeting no later than on 31 March 2009 at 15.00. The
notice shall reach the Company by the specified deadline. Such notice may be
made
- by mail to the address Tiimari Plc/AGM 7.4.2009,
Vanha Porvoontie 229, FI-01380 Vantaa, Finland;
- by e-mail to yhtiokokous@tiimari.fi;
- by telefax to +358 3 812 9237; or
- by calling from Monday to Friday at 8.00-16.00 to +358 800 92205
/ registration to AGM.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant. Personal information given by a shareholder will only be
used in connection with the General Meeting and the related registration
processing.
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the Annual General
Meeting. Original powers of attorney are requested to be sent to Tiimari Plc/AGM
7.4.2009, Vanha Porvoontie 229, FI-01380 Vantaa, Finland before the last date
for registration.
3. Holders of nominee-registered shares
A holder of nominee registered shares wishing to participate in the Annual
General Meeting must be entered into the Company's shareholder register by the
record date 27 March 2009 of the meeting. A holder of nominee-registered shares
is advised to request necessary instructions regarding the registration in the
Company's shareholder register, the issuing of proxy documents and registration
for the Annual General Meeting from his/her custodian bank.
4. Other instructions and information
At the date of this Notice, the total number of shares and votes in Tiimari Plc
is 11,311,070.
Helsinki 19 March 2009
TIIMARI PLC
THE BOARD OF DIRECTORS
Notice of Annual General Meeting
| Source: Tiimari Oyj Abp