PKC Group Plc Company Announcement 5 March 2015 10.00 a.m.
Notice to the Annual General Meeting of PKC Group Plc
Notice is given to the shareholders of PKC Group Plc to the Annual General Meeting to be held on 1 April 2015 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 financial statements, the report of the Board of Directors and the Auditor’s report for the year 2014
- Review by the President & CEO
7. Adoption of the financial statements
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 112.7 million, of which EUR 43.6 million is distributable as dividends, including the net profit (loss) for the financial year EUR -9.9 million. The Board of Directors will propose to the Annual General Meeting to be held on 1 April 2015 that a dividend of EUR 0.70 per share be paid for a total of EUR 16.8 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 7 April 2015 and the payment date is 14 April 2015. 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 CEO 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 remuneration for the members of the Board of Directors to remain unchanged and
- the annual remuneration payable to the members of the Board of Directors to be elected for a term of office ending at the end of the next Annual General Meeting shall be the following: Chairman of the Board EUR 60,000, Vice Chairman of the Board EUR 45,000 and other Board members EUR 30,000;
- the Chairmen of the Board Committees shall be paid an additional annual remuneration of EUR 10,000 and the other Committee members EUR 5,000;
- the meeting fee for attending the Board and Committee meetings shall be the following: Chairmen EUR 1,200 per meeting and other members EUR 800 per meeting. The meeting fees will be doubled in case member physically participates in a meeting held in a country, where member is not resident. No meeting fee shall be paid for the decision minutes drafted without holding a meeting;
- in addition, the travel and accommodation expenses related to the Board and Committee meetings shall be paid.
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 Reinhard Buhl, Wolfgang Diez, Shemaya Levy, Mingming Liu, Robert Remenar, Matti Ruotsala and Jyrki Tähtinen shall be re-elected as Board members.
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 elected as auditor.
14. Authorisation to the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes that the Annual General Meeting of Shareholders authorize the Board of Directors to resolve to repurchase a maximum of 530,000 shares in the Company by using funds in the unrestricted shareholders’ equity. The proposed number of shares corresponds 2.2 per cent of all shares of the Company.
The price paid for the shares repurchased shall be based on the market price of the Company´s shares in public trading. The minimum price to be paid would be the lowest market price of the share quoted in public trading during the authorization period and the maximum price the highest market price quoted during the authorization period.
Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
It is proposed that the authorization be used for purposes determined by the Board of Directors, among other things, for the Company’s incentive plans.
It is proposed that the authorization be effective until next Annual General Meeting of Shareholders, however, at most until 30 September 2016.
15. 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 10 March 2015. 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 2015 at the latest.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 20 March 2015 in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual 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 Annual General Meeting, shall register for the meeting no later than 27 March 2015 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 (http://www.pkcgroup.com/investors/annual-general-meeting/annual-general-meeting-2015.html)
b) by e-mail general.meeting@pkcgroup.com
c) by telephone +358 (0)20 1752 110 from Monday to Friday 9 a.m. - 4 p.m.
d) by regular mail to PKC Group Plc, Pirjo Virkkunen, Unioninkatu 20-22, FI-00130 Helsinki, 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 Annual General Meeting and with the processing of related registrations.
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 general meeting. When a shareholder participates in the Annual 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 Annual 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 Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 20 March 2015, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual 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 27 March 2015 by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the Annual 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 Annual 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 Annual General Meeting, to be temporarily entered into the shareholders’ register of the Company at the latest on 27 March 2015 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 Annual 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 Annual General Meeting, the total number of shares and votes in PKC Group Plc is 23,975,504.
Helsinki, 5 March 2015
PKC Group Plc
Board of Directors
Matti Hyytiäinen
President & CEO
For additional information, contact:
Matti Hyytiäinen, President & CEO, PKC Group Plc, +358 400 710 968
Distribution:
Nasdaq Helsinki
Main media
www.pkcgroup.com
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, Lithuania, Mexico, Poland, Russia, Serbia and the USA. The Group's revenue in 2014 totalled EUR 829.2 million. PKC Group Plc is listed on Nasdaq Helsinki.