Helsinki, Finland, 2015-01-16 19:00 CET (GLOBE NEWSWIRE) --
Ixonos Plc Stock Exchange Release 16 January 2015 at 20:00
NOTICE OF IXONOS PLC EXTRAORDINARY GENERAL MEETING
The shareholders of Ixonos Plc are hereby invited to an Extraordinary General Meeting to be held in the Aida auditorium of Opus Business Park 3 located at address Hitsaajankatu 20, 00810, Helsinki on Tuesday, 10 February 2015 at 9.00 a.m. The reception of participants will begin at 8.15 a.m., as will the coffee service preceding the meeting.
- MATTERS TO BE DECIDED AT THE EXTRAORDINARY GENERAL MEETING
The following items are on the agenda for the meeting:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinise the minutes and to count votes
- Recording the legality of the meeting
- Recording of attendance and adoption of the list of votes
- Authorisation of the Board of Directors to decide upon a share issue and on granting option rights and special rights entitling to shares
The Board of Directors proposes that the Extraordinary General Meeting authorise the Board to decide on a paid share issue and on granting option rights and other special rights entitling to shares that are set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act (LLCA) or on the combination of some of the aforementioned instruments in one or more tranches on the following terms and conditions:
The number of new shares to be issued pursuant to the authorisation may not exceed altogether 96,670,000 shares, which is equivalent to approximately 91 per cent of all company shares at the time of convening the Extraordinary General Meeting.
The authorisation may be used to finance investments related to the operations of the company and to strengthen the company’s balance sheet and financial position or for other purposes decided by the Board of Directors.
Within the limits of the authorisation, the Board of Directors may decide on all terms and conditions applied to the share issue and to the option rights and to special rights entitling to shares, such as that payment of the subscription price may take place also by setting off the convertible capital loan or any other receivable that the subscriber has from the company.
The Board of Directors shall be entitled to decide on crediting the subscription price of the shares either to the company’s share capital or, entirely or in part, to the reserve for invested unrestricted equity.
Shares as well as option rights and special rights entitling to shares may also be issued in a directed way that deviates from the pre-emptive rights of shareholders if a weighty financial reason laid out in the LLCA for this exists.
The authorisation, which would not supersede earlier share issue authorisations, is proposed to remain in force until the Annual General Meeting held in 2015.
The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
- Closing of the meeting
- MEETING DOCUMENTS
The aforementioned Board proposals on the agenda of the Extraordinary General Meeting; Ixonos Plc’s financial statements for the accounting period that ended on 31 December 2013, which also includes consolidated accounts; Ixonos Plc’s annual report and auditor’s report for the accounting period that ended on 31 December 2013; interims for the time period of 1 January to 31 March 2014; interims for the time period of 1 January to 30 June 2014; interims for the time period of 1 January to 30 September 2014; the minutes of the Ixonos Plc Annual General Meeting held on 2 April 2014; the Board’s report on events with significant impact on the company’s status that have occurred after the interims for the time period of 1 January to 30 September 2014; as well as this notice will be made available to the shareholders in the Investors section of Ixonos Plc’s website, at www.ixonos.com, no later than twenty-one (21) days prior to the General Meeting. The said documents shall also be available at the General Meeting. In addition, copies of the said documents and of this notice shall be mailed to the shareholders who request them. Otherwise, no separate notice of the meeting will be sent to the shareholders.
- INSTRUCTIONS FOR PARTICIPANTS
- Right to attend and registration
Shareholders who are registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on Thursday, 29 January 2015 shall be entitled to attend the meeting. Shareholders whose shares are registered in their personal Finnish book-entry accounts are registered in the company’s shareholders’ register.
Shareholders who wish to attend the General Meeting must give advance notice of their attendance. The company must receive such notice no later than by 4.00 p.m. on Thursday, 5 February 2015. Notice of attending the Extraordinary General Meeting may be submitted by
- using the form located in the Investors section of the company’s website at www.ixonos.com;
- email to yhtiokokous@ixonos.com;
- fax to +358 20 605 0223;
- mail to Ixonos Plc/General Meeting, Hitsaajankatu 24, FI-00810 Helsinki, Finland; or
- telephone between 9 a.m. and 4.00 p.m. to Aila Mettälä at +358 40 531 0678 or +358 424 2231.
When giving advance notice of your attendance, please state the shareholder’s name, personal identity code, address and telephone number as well as the name of any assistant and the name and personal identity code of any proxy representative. Personal data provided to Ixonos Plc by its shareholders is used only in connection with the General Meeting and with processing the necessary registrations related to the meeting.
- 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 other reliable evidence of his or her right to represent the shareholder. If several proxies represent the same shareholder based on shares held in different book-entry accounts, the shares on which each proxy’s representation is based must be stated when giving advance notice of participation. Please furnish the company with any proxy documents as an email attachment (such as in PDF), by fax or by mail, using the above-mentioned contact information for advance notice, no later than the last date for advance notices of participation.
- Holders of nominee-registered shares
Holders of nominee-registered shares must contact their asset managers for information on how to be registered in the temporary shareholders’ register, on the issuance of proxies and on submitting their notice of attendance in the General Meeting well before the meeting. If the holder of a nominee-registered share wishes to attend the meeting, the account operator of the asset manager must notify the shareholder for a temporary entry in the shareholder register no later than at 10.00 a.m. on Thursday, 5 February 2015.
- Other information
Pursuant to Chapter 5 Section 25 of the Finnish Limited Liability Companies Act, shareholders who are present at the General Meeting are entitled to request information on matters discussed at the meeting.
On the day of convening the meeting, Ixonos Plc has altogether 106,313,536 shares and votes registered in the Trade Register.
In Helsinki on 16 January 2015
IXONOS PLC
Board of Directors
For more information, please contact:
Ixonos Plc, Mr Esa Harju, CEO, tel. +358 40 844 3367, esa.harju@ixonos.com
Mikael Nyberg, CFO, tel. +358 40 501 4401, mikael.nyberg@ixonos.com
Distribution:
NASDAQ OMX Helsinki
Main media
www.ixonos.com
