Ixonos Plc Stock Exchange Release 1 March 2010 at 17:45
INVITATION TO THE ANNUAL GENERAL MEETING
The shareholders of Ixonos Plc are invited to the Annual General Meeting, which
will be held on Tuesday, 23 March 2010, from 9 am, in the Aida auditorium of
Opus Business Park 3, Hitsaajankatu 20, 00810 Helsinki, Finland. The reception
of participants will begin at 8 am, as will the coffee preceding the meeting.
A. MATTERS TO BE CONSIDERED AT THE ANNUAL GENERAL MEETING
The following items are on the agenda for the meeting:
1. Opening of the meeting
2. Calling the meeting to order and election of officers
3. Recording the legality of the meeting
4. Recording of attendance; adoption of the list of votes
5. Presentation of the financial statements, including Group's consolidated
financial statements, report by the Board of Directors and audit report for
2009
-The President and CEO's review
6. Adoption of the financial statements
7. Resolution on the use of the profit shown on the balance sheet;
distribution of dividend
The Board of Directors proposes that the distributable assets be left in
shareholders' equity and that no dividend for the financial period of 2009 be
paid to shareholders.
8. Discharge of the Members of the Board of Directors and the President and
CEO from liability
9. Determining the fees to be paid to the Members of the Board of Directors
The Nomination Committee proposes that the following fees be paid to the Board
Members to be appointed:
-Chairman of the Board of Directors: EUR 40,000 per year and EUR 500 per
meeting,
-Vice Chairman of the Board: EUR 30.000 per year and EUR 250 per meeting
-Other Members of the Board: EUR 20.000 per year and EUR 250 per meeting
-For the meetings of the Committees of the Board of Directors, it is proposed
that a fee of EUR 500 per meeting be paid to the Chairman, and a fee of EUR 250
per meeting
be paid to the Members.
-Travel expenses would be paid according to the travel rules of the company.
10. Determining the number of Members of the Board of Directors
The Nomination Committee proposes that eight members be appointed to the Board
of Directors.
11. Appointment of the Members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the meeting that
-the current Members of the Board of Directors Peter Eriksson, Pertti Ervi,
Matti Järvinen, Tero Laaksonen, Matti Makkonen, and Markku Toivanen be
re-appointed as Members of the Board, and that
-Paul Ehrnrooth and Kirsi-Marja Kuivanen be appointed as new Board Members.
More information on the proposed new Board Members is available on Ixonos Plc's
website: http://www.ixonos.com/en/investors/annual_general_meeting.
12. Determining the fee to be paid to the auditor
The Board of Directors proposes that the fee of the auditor be paid according
to a reasonable invoice.
13. Appointment of an auditor
The Board of Directors proposes that KHT firm PricewaterhouseCoopers Oy be
re-appointed as the company's auditor. The principal auditor designated by the
audit firm would be Heikki Lassila, KHT auditor.
14. Decision on the amendment of section 8 of the Articles of Association
An amendment to the Limited Liability Companies Act (624/2006) came into effect
on 31 December 2009. Because of the amendment, the Board of Directors proposes
that section 8 of the Articles of Association be amended as follows:
The notice of the General Meeting shall be delivered to the shareholders by an
advertisement to be published in a national daily newspaper, chosen by the
Board of Directors, in Finland. The notice shall be published no earlier than
three months and no later than three weeks before the General Meeting and no
later than nine days before the General Meeting Record Date. To participate in
the General Meeting, the shareholder must give advance notice of participation
to the company no later than the date prescribed by the Board of Directors and
mentioned in the notice of the General Meeting. This date must not be earlier
than ten days before the meeting.
15. Closing of the meeting
B. MEETING DOCUMENTS
The aforementioned Board and Committee proposals that are on the meeting
agenda, as well as this invitation, are kept available to the shareholders on
Ixonos Plc's website at
http://www.ixonos.com/en/investors/annual_general_meeting. The company's
balance sheet book for 2009, including the financial statements, and their
appendices, the Board of Directors' report and the audit report, will be
available on the company's website, mentioned in this section, not later than
21 days before the meeting. The proposals of the Board and of the Committees as
well as the financial statements will also be available at the meeting.
Shareholders may
request copies of the meeting documents and this invitation. The invitation will
not be sent separately to shareholders.
C. INSTRUCTIONS FOR THE MEETING PARTICIPANTS
1. Right to attend; registration
Those shareholders who are recorded on the company's shareholder list,
maintained by Euroclear Finland Ltd, on Tuesday 11 March 2010, have the right
to attend the meeting. Shareholders whose shares are entered on their personal
book-entry account in Finland are recorded on the company's shareholder list.
Shareholders who wish to participate in the Annual General Meeting must
register for the meeting no later than 18 March 2010, at 3pm, by which time the
registration must have arrived at the company.
Registration for the meeting can be performed:
a) on the company's website, by using the form at
http://www.ixonos.com/en/investors/annual_general_meeting;
b) by email to yhtiokokous@ixonos.com;
c) by fax to +358 206 050 223;
d) by mail to Ixonos Plc, Annual General Meeting, Hitsaajankatu 24, FI-00810
Helsinki, Finland, or
e) by telephone, between 09:00 and 15:30 Finnish time (EET) to Aila Mettälä at
+358 40 531 0678 or +358 424 2231.
When registering, please state the name, personal identity code or Business ID,
address and telephone number of the shareholder, as well as the name of any
proxy representative and/or assistant. Personal information provided to Ixonos
Plc by shareholders is used only in connection with processing the necessary
registrations related to the meeting.
Pursuant to chapter 5, section 25 of the Limited Liability Companies
Act, shareholders who are present at the meeting are entitled to request
information regarding matters dealt with by the meeting.
2. Proxy representation and documents
Shareholders may participate in and exercise their rights at the General Meeting
by way of proxy representation. The representative shall produce a dated proxy
document or otherwise provide reliable evidence of the right to represent the
shareholder. If the shareholder has several proxies, who represent the
shareholder on the basis of shares held on different book-entry accounts, the
shares on the basis of which each proxy represents the shareholder must be
stated when giving advance notice of participation. Please send any proxy
documents to the company at the above-mentioned address for advance notices of
participation as an email attachment (such as in PDF), by fax or by postal mail
no later than the last date for advance notices of participation.
3. Shareholder of a nominee-registered share
Holders of nominee-registered shares should request from their custodians in
good time the necessary instructions on entry in the shareholder register as
well as on proxy documents and on advance notice of participation in the
General Meeting. If the holder of a nominee-registered share wishes to attend
the Annual General Meeting, the
account operator of the custodian shall notify the shareholder for a temporary
entry into the shareholder register no later than Thursday, 18 March 2010, at 10
am.
4. Other instructions and information
On the day of convening the meeting, Ixonos Plc has a total of 9.313.089 shares
and votes.
Helsinki, 1 March 2010
IXONOS PLC
Board of Directors
Distribution:
NASDAQ OMX Helsinki
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