SIEVI CAPITAL PLC STOCK EXCHANGE RELEASE 18 MARCH 2013 1.00 P.M.
NOTICE TO THE ANNUAL GENERAL MEETING
The shareholders of Sievi Capital plc are invited to the Annual General Meeting, to be held on Thursday 18 April 2013 at 2.30 p.m. at the Company’s main office, Yritystie 6, 85410 Sievi, Finland.
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 2012.
- Review by the President
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 60.236.134,43. The Board of Directors proposes to the Annual General Meeting that no dividend will be paid for the financial period 2012.
9. Resolution on the discharge of the members of the Board of Directors and the President from liability
10. Resolution on the remuneration of the members of the Board of Directors and the auditor
Shareholders who hold more than 50% of the shares and votes propose that the remuneration for the members of the Board of Directors is as follows: Chairman of the Board of Directors EUR 1,500/month and member of the Board EUR 1,000/month. The auditor is paid according to a reasonable invoice.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the general meeting that the number of members of the Board of Directors shall be four (4).
12. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors, supported by the company's major shareholders holding over 50% of the shares and votes, proposes that the general meeting will re-elect the following board members: Mr. Jorma J. Takanen (born 1946), Mr. Asa-Matti Lyytinen (born 1950) and Mr. Jarkko Takanen (born 1967)and as a new member Mrs. Jonna Tolonen (born 1985).
Detailed introduction of first time Board member nominee Jonna Tolonen is available on the company's Internet site at www.sievicapital.com.
The term of office of the Board expires at the close of the next Annual General Meeting. All Board member nominees have given their consent to the selection.
13. Appointing the auditor
Auditing firm KPMG Oy Ab will continue as the company's auditor until further notice, with CPA Antti Kääriäinen as the main auditor.
14. Board proposal on decreasing the share premium account and distributing it to shareholders as a return of capital.
The Board proposes to the AGM that it make a decision to decrease the share premium account (according to the company's balance sheet on 31 December 2012) by EUR 16,088,978.49 by transferring all the share premium account assets to the reserve for invested non-restricted equity. The Board also proposes that from assets transferred to the reserve after this, the shareholders are provided a return of capital of EUR 0.06 per each outstanding share, which corresponds to a return of capital of EUR 3,463,826.34 on the AGM date.
Decreasing the share premium account is subject to an announcement and registration procedure as set out in Chapter 14 of the Companies Act. Prior to the decrease, the National Board of Patents and Registration of Finland will issue a public announcement to the company's creditors. Immediately after the AGM, the company will apply for the announcement to be issued. The Board expects that the announcement deadline, after which the decrease can be implemented, is July–August 2013 (estimate). The Board proposes that it is authorised to decide on the asset distribution balancing date and payment date as soon as possible after the announcement deadline. The asset distribution is expected to take place in August–September 2013 (estimate). The return of capital will be paid to shareholders who are entered in the company's shareholder list (maintained by Euroclear Finland) on the balancing date specified by the Board.
The proposal is based on returning capital to the company's shareholders, which exceeds business needs. This will improve the efficiency of the company's capital and will not jeopardise the company's equity ratio or equity.
15. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase of the company's own shares as follows:
The maximum number of the shares to be repurchased is 3,000,000 shares. The shares will be purchased using the company's non-restricted equity so the acquisition of shares will decrease the Company’s distributable non-restricted reserves.
Shares will be purchased in another proportion than that of the holdings of the current shareholders. Purchasing will take place through public trading arranged by NASDAQ OMX Helsinki Oy. The shares will be purchased at the fair value established in public trading at the time of acquisition.
Shares can be purchased to develop the company's capital structure, to be used as remuneration in corporate acquisitions or the funding of other business arrangements, or as part of the company's incentive system, or otherwise to be forwarded, to be retained by the company, or to be annulled.
The Board of Directors will decide on other matters related to the acquisition of the company's shares.
The authorization cancels the authorization given in the Annual General Meeting on 19 April 2012 to repurchase the company's own shares. The authorization will remain in force for 18 months after it is issued.
16. Authorizing the Board of Directors to decide on share issues
The Board to the AGM that the Board be authorized to decide on a share issue as follows:
The total allowed number of shares issued according to the authorisation is 5,983,831 shares in total, which is 9.9% of the company's all shares. The Board is authorized to decide on all the terms and conditions of the share issue and share warrants. Shares may also be transferred against other consideration than money. The share issue may take place in a targeted way, deviating from shareholder privilege. The authorisation applies to the issue of new shares and to the Board's right to sell or otherwise transfer the company's own shares in its possession or obtained on the basis of the authorisation specified in Section 6.
The authorisation is valid until 17 April 2016 and it revokes the share issue authorisation granted by the AGM on 8 April 2010.
17. 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 Sievi Capital plc’s website at www.sievicapital.com. Sievi Capital plc’s annual report, the annual accounts, the report of the board of directors and the auditor’s report are available on the abovementioned website. 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 2 May 2013 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
Eligibility to attend the meeting shall be enjoyed by shareholders who were entered by 8 April 2013 at the latest as shareholders in the register of Sievi Capital plc’s shareholders kept by Euroclear Finland ltd. In order to be able to attend the Annual General Meeting, shareholders shall register with the company by 4 p.m. on 15 April 2013 at the latest, either in writing to the address Sievi Capital plc, Yritystie 6, 85410 Sievi, Finland, by telephone, on +358 8 4882 500 or by e-mail firstname.lastname@example.org.
When registering by post, the letter shall have arrived before the end of the registration period. In connection with the registration, the shareholder's name, personal ID, address, telephone number and name and personal ID of any assistant must be reported. 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 Sievi Capital plc, Marjo Nurkkala, Yritystie 6, 85410 Sievi, Finland before the last date for registration.
3. Holders of nominee registered shares
A shareholder whose shares are nominee registered and who wishes to participate in the Annual General Meeting must be recorded in the company's shareholders' register on the matching date of the Annual General Meeting, 8 April 2013. Participation requires that the shares have been registered temporarily in the company's shareholders' register on 15 April 2013 by 10 am. With regard to nominee registered shares, this is considered a registration for the Annual General Meeting.
It is recommended that the holder of a nominee registered share request the asset manager to provide the necessary instruction concerning registration in the shareholders' register, issuance of proxies and registration for the Annual General Meeting.
4. Other instructions and information
On the date of this notice the total number of shares and votes in Sievi Capital plc is 60,714,270 shares and votes.
In Sievi on 18 March 2013
SIEVI CAPITAL PLC
THE BOARD OF DIRECTORS
Distribution: NASDAQ OMX Helsinki