PKC Group Plc Company Announcement 11 March 2013 10.00 a.m.
NOTICE TO THE ANNUAL GENERAL MEETING
Notice is given to the shareholders of PKC Group Plc to the annual general meeting to be held on 4 April 2013 at 1.00 p.m. in Helsinki, at Pörssitalo, at the address: Fabianinkatu 14. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.00 a.m. (noon).
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
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 2012
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 parent company’s distributable funds are EUR 86.2 million, of which EUR 63.8 million is distributable as dividends, including the net profit for the financial year EUR 42.0 million. The Board of Directors will propose to the Annual General Meeting to be held on 4 April 2013 that a dividend of EUR 0.70 per share be paid for a total of EUR 15.1 million and that the remainder of the distributable funds be transferred to shareholders’ equity. The number of shares may change due to share subscriptions registered before the record date. The record date for the dividend pay-out is 9 April 2013 and the payment date is 16 April 2013. In the view of the Board of Directors, the proposed dividend pay-out will not put the company’s liquidity at risk.
9. Resolution on the discharge of the members of the Board of Directors and the CEOS from liability
10. Resolution on the remuneration of the members of the Board of Directors and the auditor
The Board of Directors proposes, upon Nomination and Remuneration Committee’s proposal, that
The Board of Directors proposes, upon Audit Committee’s proposal, that the remuneration and travel expenses for the auditor to be elected be paid according to the auditor's reasonable invoice.
11. Resolution on the number of members of the Board of Directors and the auditors
The Board of Directors proposes, upon Nomination and Remuneration Committee’s proposal, that seven members shall be elected to the Board of Directors and, upon Audit Committee’s proposal, that one authorised public accounting firm shall be elected as auditor.
12. Election of members of the Board of Directors
The Board of Directors proposes, upon Nomination and Remuneration Committee’s proposal, that Outi Lampela, Shemaya Levy, Robert Remenar, Matti Ruotsala, Jyrki Tähtinen and Harri Suutari shall be re-elected as Board members and Mr Wolfgang Dietz (b. 1953), Independent consultant in automotive and supplier industry shall be elected new Board member The proposed new Board member is presented in more detail on the company's website at www.pkcgroup.com.
13. Election of auditor
The Board of Directors proposes, upon Audit Committee’s proposal, that authorised public accounting firm KPMG Oy Ab, which has announced Virpi Halonen, APA, to be the Auditor with principal responsibility, shall be selected as auditor.
14. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The aforementioned proposals of the Board of Directors as well as this notice are available on the company’s website at www.pkcgroup.com. The company’s annual report, including the company’s annual accounts, the report of the Board of Directors and the auditor’s report as well as the corporate governance statement, is available on the website on 13 March 2013. The proposals of the Board of Directors and the annual report 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 above-mentioned website as from 15 April 2013.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered on 21 March 2013 in the shareholders’ register of the company held by Euroclear Finland Ltd., 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 is registered in the shareholders’ register and who wants to participate in the general meeting, shall register for the meeting no later than 28 March 2013 by 10.00 a.m. by giving a prior notice of participation. Such notice can be given:
a) on PKC’s webpage www.pkcgroup.com
b) by e-mail email@example.com
c) by telephone +358 (0)20 1752 110 from Monday to Friday 9 a.m. - 4 p.m.
d) by telefax +358 (0)20 1752 214 or
e) by regular mail to PKC Group Plc, Susanna Männikkö, P.O. Box 174, FI-90401 Oulu, Finland.
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 or proxy representative and the personal identification number of a proxy representative. The personal data given is used only in connection with the general meeting and with the processing of related registrations.
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 PKC Group Plc, Sanna Raatikainen, Unioninkatu 20-22, FI-00130 Helsinki, Finland before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on 21 March 2013, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by 28 March 2013 by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholder’s register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholders’ register of the company at the latest on 28 March 2013 by 10.00 a.m.
4. Other information
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.
On the date of this notice to the general meeting, the total number of shares and votes in PKC Group Plc is 21,574,097.
Helsinki, 11 March 2013
PKC Group Plc
Board of Directors
President & CEO
For additional information, contact:
Matti Hyytiäinen, President & CEO, PKC Group Plc, +358 400 710 968
PKC Group is a global partner, designing, manufacturing and integrating electrical distribution systems, electronics and related architecture components for the commercial vehicle industry and other selected segments. The Group has production facilities in Brazil, China, Estonia, Finland, Germany, Ireland, Mexico, Poland, Russia, Ukraine and the USA. The Group's net sales in 2012 totalled EUR 928.2 million. PKC Group Plc is listed on NASDAQ OMX Helsinki Ltd.