Vacon Plc, Stock exchange release, February 22, 2010 at 1.30 p.m.: Notice is given to the shareholders of Vacon Plc to the annual general meeting to be held on Tuesday 23 March 2010 at 3 p.m. in the Akademi auditorium of Åbo Akademi University at the address Academill, Rantakatu 2, 65100 Vaasa, Finland. The reception of persons who have registered for the meeting will commence at 2.30 p.m. A. MATTERS ON THE AGENDA OF THE GENERAL MEETING At the general meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize 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 annual accounts, the report of the board of directors and the auditor's report for the year 2009 - Review by the CEO 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The board of directors proposes to the general meeting that a dividend of EUR 0.70 per share be paid from the distributable assets of the parent company, EUR 10.646.992 in total. The dividend shall be paid to shareholders who on the record date 26 March 2010 are recorded in the shareholders' register of the company held by Euroclear Finland Ltd. The board of directors proposes that the dividend is paid on 6 April 2010. 9. Resolution on the discharge of the members of the board of directors and the CEO from liability 10. Resolution on the remuneration of the members of the board of directors The nomination and remuneration committee of the board of directors proposes to the general meeting that the members of the board of directors to be elected shall be paid the same basic fee as during the years 2008 and 2009, i.e. EUR 1,250 a month, and an additional fee of maximum EUR 2,500 a month for a term of office ending at the end of the annual general meeting 2011. The additional fee is determined based on the development of the company's turnover and operating profit for the fiscal year 2010. 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. The nomination committee of the board of directors furthermore proposes the travel expenses of the members of the board of directors will be compensated in accordance with the company's travelling compensation regulations. 11. Resolution on the number of members of the board of directors The nomination and remuneration committee of the board of directors proposes to the general meeting that the number of members of the board of directors shall be seven (7). 12. Election of members of the board of directors The nomination and remuneration committee of the board of directors proposes to the general meeting that Pekka Ahlqvist, Jari Eklund, Jan Inborr, Mika Vehviläinen and Riitta Viitala shall be re-elected members of the board of directors for a term of office ending at the end of the annual general meeting 2011. Mauri Holma, who has served as member of the board of directors since 1993, and Veijo Karppinen, who has served as member of the board of the directors since 1993, have informed that they are no longer available for the position. The company expresses its appreciation to Mr. Holma and Mr. Karppinen for their valuable contribution during their period of service. In addition, the nomination and remuneration committee of the board of directors proposes that Mr. Juha Kytölä and Mr. Panu Routila shall be elected new members of the board of directors for the same term of office. The proposed new member of the board of directors, Mr. Juha Kytölä, currently acts as CEO of Wärtsilä Finland Oy. He is also director for the Delivery Centre Ecotech and responsible for global environmental technologies. He has been working within the Wärtsilä-group in management and expert positions since 1989 e.g. as deputy CEO of Wärtsilä Finland Oy and as research and development manager for 4-stroke engines and as manager for production. Mr. Kytölä is born in 1964 and he holds a M.Sc. (Technology) degree from Tampere University of Technology. Mr. Kytölä is also chairman of the Ostrobothnia Chamber of Commerce. The proposed new member of the board of directors, Mr. Panu Routila, currently acts as CEO and President of Ahlström Capital Oy. He has previously served as CEO of Alteams Oy, and prior to that led Outokumpu Copper's Drawn Products division. His earlier career includes several years in leading positions within the financial administration of Outokumpu and Partek in Finland, France and USA. Mr. Routila was born in 1964 and he holds a M.Sc. (Econ.) degree from the Turku School of Economics. Currently Mr. Routila also acts as a member of the board of Enics AG and ÅR Carton. All the proposed persons have given their consent to the duty. Further information regarding the proposed members of the board of directors is available on Vacon Plc's website www.vacon.com <http://www.vacon.com/>. The proposal of the nomination and remuneration committee is supported by shareholders representing more than ten (10) percent of the votes in the company. 13. Resolution on the remuneration of the auditor The board of directors proposes to the general meeting that the remuneration for the auditor to be elected will be paid against the auditor's reasonable invoice. 14. Election of auditor The board of directors proposes that KPMG Oy Ab, who has informed that Petri Kettunen will act as new responsible auditor, be re-elected auditor of the company for a term of office ending at the end of the annual general meeting 2011. 15. Proposal by the board of directors for amendment of the Articles of Association The board of directors proposes to the general meeting that § 8 of the company's Articles of Association is amended so that the notice of the general meeting shall be published at the latest three (3) weeks before the general meeting, however, at the latest nine (9) days before the record date for the general meeting, and so that the notice of the general meeting, in addition to the current means of sending the notice, can be sent to the shareholders through publishing the notice on the company's website. 16. Authorizing the board of directors to decide on the repurchase of the company's own shares The board of directors proposes to the general meeting that the board of directors be authorized to decide on the repurchase of the company's own shares as follows: The amount of own shares to be repurchased shall not exceed 1,529,500 shares, which corresponds to ten (10) percent of all of the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization. The company, together with its subsidiaries, cannot at any point in time hold more than ten (10) percent of all the shares in the company. Shares can be repurchased by the company at the market price prevailing at the time of the repurchase through public trading or otherwise at a price formed on the market. The board of directors shall be authorized to decide on the manner and other conditions for the repurchase of the company's own shares. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased in deviation from the shareholders' pre-emptive rights (directed repurchase). The authorization is effective 18 months until 23 September 2011. The authorization cancels the authorization given by the general meeting on 1 April 2009 to decide on the repurchase of the company's own shares. 17. Donation for philanthropic purposes The Board of Directors proposes that the General Meeting decides to grant a donation to one or more Finnish Universities in the maximum amount of 100,000 euros to thereby support the fundraising of the universities. The Board of Directors furthermore proposes that the Board of Directors decides on practical matters relating to the donation, for example nomination of recipients and the detailed donation terms. In view of the Company's financial situation and amount of unrestricted equity, the Board of Directors considers the donation to be reasonable and that it is in the Company's interest to grant the donation. 18. Closing of the meeting B. DOCUMENTS OF THE GENERAL MEETING The proposals of the board of directors and its committee relating to the agenda of the general meeting as well as this notice are available on Vacon Plc's website at www.vacon.com. Vacon Plc's annual report, including the annual accounts, the report of the board of directors and the auditor's report, is available on the abovementioned website no later than 2 March 2010. The proposals of the board of directors and its committee and the annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the abovementioned website as of 6 April 2010 at the latest. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. The right to participate and registration Each shareholder, who is registered in the shareholders' register of the company held by Euroclear Finland Ltd. on the record date for the general meeting 11 March 2010, has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder, who wants to participate in the general meeting, shall register for the meeting no later than 16 March 2010 at 4 p.m. by giving a notice of participation. Such notice can be given: a) on the company's website at www.vacon.com/agm2010 <http://www.vacon.com/agm2010>; b) by e-mail to johanna.koskinen@vacon.com; c) by telephone +358 201 212 528; d) by telefax +358 201 212 208; or e) by regular mail to Vacon Plc, Johanna Koskinen, Runsorintie 7, 65380 Vaasa, Finland. In connection with the registration, a shareholder shall notify his/her name, personal or business identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of the proxy representative. The personal data given to Vacon Plc is used only in connection with the general meeting and with the processing of related registrations. Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the 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 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 general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting. Possible proxy documents should be delivered in originals to Vacon Plc, Johanna Koskinen, Runsorintie 7, 65380 Vaasa, Finland before the last date for registration. 3. Holders of nominee registered shares If a holder of nominee registered shares is entitled to be entered into the shareholders' register of the company on the record date for the general meeting 11 March 2010, the shareholder may in accordance with the instructions of his/her custodian bank request that he/she is entered into the temporary shareholders' register of the company for participation in the general meeting at the latest on 18 March 2010 at 10.00 a.m. A holder of nominee registered shares is considered to be registered for the general meeting when he/she has been notified for registration in the temporary shareholders' register of the company as described above. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders' register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. Further information on these matters can also be found on the company's website www.vacon.com. 4. Other instructions and information On the date of this notice to the general meeting 19 February 2010, the total number of shares in Vacon Plc is 15,295,000 shares and the total number of votes in Vacon Plc is 15,295,000 votes. The company holds 85,011 own shares, which do not have any voting right at the general meeting. In Vaasa on 19 February 2010 VACON PLC THE BOARD OF DIRECTORS Distribution: Financial Supervision Authority NASDAQ OMX Helsinki Main media [HUG#1387007]
Notice to the Annual General Meeting
| Source: Vacon.