Espoo, Finland, 2011-02-17 08:30 CET (GLOBE NEWSWIRE) -- Proha Plc Stock Exchange Bulletin February 17, 2011 at 9:30 a.m.
Notice is given to the shareholders of Proha Plc of the Annual General Meeting (“AGM”) to be held on Thursday, March 17, 2011 at 1 p.m. at Suomalainen Klubi, address Kansakoulukuja 3, Helsinki. The reception of the persons who have registered for the meeting and the distribution of voting tickets will commence at 12.30 p.m.
A. Matters on the Agenda of the Annual General Meeting
At the AGM, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to verify the counting of votes
4. Recording the legal convening of the meeting and quorum
5. Recording the attendance at the meeting and adoption of the voting list
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the financial period January 1, 2010 – December 31, 2010
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and resolution on the payment of dividend
Proha’s Board of Directors proposes that the profit for the financial year is entered into shareholders’ equity and no dividend is paid.
It is noted by the Board of Directors that despite of the positive unrestricted equity shown on the consolidated financial statement of the Group, Proha Plc is currently not holding any distributable earnings due to the accumulated losses from the prior financial years. Therefore, the Board of Directors proposes the accumulated losses to be set off as described in section 16 below.
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
The shareholders representing over 25 % of the total votes in the Company will propose to the AGM that the remuneration payable to the Board members shall be as follows:
The chairman of the Board is paid EUR 35,000, the vice chairman of the Board EUR 25,000 and each other member of the Board EUR 22,000. The remuneration to such members of the Board, who are employed by the Company, is EUR 11,000.
11. Resolution on the number of members of the Board of Directors
The shareholders representing over 25 % of the total votes in the Company will propose to the AGM that the number of Board members be set at five (5).
12. Election of the members of the Board of Directors
The shareholders representing over 25 % of the total votes in the Company will propose Ilari Koskelo, Antti Manninen, Leena Mäkelä and Hannu Vaajoensuu to be appointed to continue as members of the Board and Janne Mielck to be appointed as a new member of the Board.
The proposed new member, Janne Mielck, acts as VP, Business Development with Neste Oil. Prior to working with Neste, he has held many executive positions with companies, such as Orienteq Capital, 3i Group, TeliaSonera and Konecranes. Mr. Mielck’s resume is available on Proha’s website at www.proha.com
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the AGM that the auditor’s fee shall be paid according to the approved invoice from the auditor.
14. Election of the auditor
The Board of Directors proposes to the AGM the election of Authorized Public Accountant entity Ernst & Young Oy as the company's auditor. Ernst & Young Oy has informed that Authorized Public Accountant Mikko Järventausta will be the auditor in charge.
15. Resolution on the amendment of the Articles of Association
The Board of Directors proposes to the AGM that the Articles 1, 3 and 7 shall be amended.
The amended article 1 of the Articles of Association would read as follows:
“1 § Commercial Name
The commercial name of the Company is Dovre Group Oyj.
The parallel company name in English is Dovre Group Plc.
The parallel company name in Swedish is Dovre Group Abp.”
The amended article 3 of the Articles of Association would read as follows:
“3 § Field of Business
The field of business of the Company is to practice management consultancy and to produce and market different kind of project management and project planning services. In addition, the Company’s field of business is to import, develop, sell and market software and hardware in relation to ICT-sector as well as research, training, publishing and consultancy in connection to the business field. The Company may practice security trading, rent business premises and machinery and equipment in relation thereto, and, produce and sell management services. The Company may own real estate.”
The amended article 7 of the Articles of Association would read as follows:
“7 § Representing the Company
The CEO and the Chairman of the Board of Directors alone or two members of the Board of Directors together represent the Company. In addition, the Board of Directors may authorize or give nominated persons a procuration to represent the Company.
16. Dissolution of the Unrestricted Equity Fund and reduction of the Share Capital of the Company
The Board of Directors proposes to the AGM that the accumulated losses of EUR 11,289,645.91 from the prior financial years shown by the audited financial statements on December 31, 2010 will be set off
- by the dissolution of the whole unrestricted equity fund EUR 4,975,876.91
- by reducing the Share Capital EUR 15,916,854.20 with the amount of EUR 6,313,769.72.
After the decrease the Share Capital of the Company will be EUR 9,603,084.48.
The purpose of the proposal is to set off the accumulated losses from the prior financial years of Proha Plc (the parent company of the Group) which will enable to distribute dividends in the future with the restrictions as set forth in the Limited Liability Companies Act.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The above proposals of the Board of Directors relating to the agenda of the Annual General Meeting as well as this notice are available on the Company’s website at www.proha.com. The Company’s annual report, which includes the annual accounts, the report of the Board of Directors and the auditor’s report, is available on the above mentioned website no later than March 4, 2011. The proposals of the Board of Directors 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.
C. Instructions for the Participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on March 7, 2011 in the shareholders’ register of the Company held by Euroclear Finland Oy, 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 of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than March 11, 2011 at 4 p.m. by giving a prior notice of participation, which shall be received by the Company no later than on the above mentioned date.
Such notice can be given:
- on Proha Plc’s website in the address www.proha.com
- by email to maija.julin@proha.com
- by telephone to Proha Plc/Maija Julin, +358 (0)50-917 2365
- by regular mail to Proha Plc/Maija Julin, Maapallonkuja 1 A, 02210 Espoo, 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 to Proha Plc is used only in connection with the Annual General Meeting and with the necessary processing of related registrations.
2. 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 on March 7, 2011, 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 March 11, 2011 by 10 a.m. In regards to 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 temporary 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 has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.
3. 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 Annual 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 Proha Plc/Maija Julin,
Maapallonkuja 1 A, 02210 Espoo by the last date for registration.
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 February 16, 2011, the total number of shares and votes in Proha Plc is 61.961.751.
Espoo, February 16, 2011
PROHA PLC
Board of Directors
For further information please contact Mr Ilkka Toivola, CEO, tel. +358 (0)20 436 2000.
DISTRIBUTION
NASDAQ OMX Helsinki Ltd.
Principal media