Salo, Finland, 2011-02-18 07:30 CET (GLOBE NEWSWIRE) -- Salcomp Plc Stock Exchange Release 18 February 2011 at 8:30 Finnish time
Notice is given to the shareholders of Salcomp Plc to the Annual General Meeting to be held on Thursday, 24 March 2011 at 3 p.m. (Finnish time) at Scandic Simonkenttä hotel, Simonkatu 9, 00100 Helsinki. The reception of persons who have registered for the meeting will commence at 2.00 p.m. (Finnish time).
A. MATTERS ON THE AGENDA OF THE ANNUAL 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 2010
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet
The Board of Directors proposes to the Annual General Meeting that dividend of EUR 0.07 per outstanding share will be paid for the fiscal year 2010 and that the rest of the profit of the fiscal year be transferred to the Company’s profit and loss account.
9. Payment of dividend
The right to dividends rests with a shareholder who, by the record date of the dividend payment 29 March 2011, has been entered as a shareholder in the Company’s shareholder register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 7 April 2011.
10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
11. Resolution on the remuneration of the members of the Board of Directors
Shareholder holding in excess of 75% of the shares in Salcomp Plc proposes to the Annual General Meeting that the remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term of office is as follows: EUR 40,000 for the Chairman, EUR 32,000 for the Vice Chairman and EUR 25,000 for each member.
12. Resolution on the number of members of the Board of Directors
Shareholder holding in excess of 75% of the shares in Salcomp Plc proposes to the Annual General Meeting that the number of members of the Board of Directors be five (5).
13. Election of members of the Board of Directors
Shareholder holding in excess of 75% of the shares in Salcomp Plc proposes to the Annual General Meeting that current members of the Board of Directors Mats Heiman, Kari Vuorialho, Carl Engström, Petri Kähkönen and Jukka Rinnevaara be re-elected so that Carl Engström would be appointed Chairman and Kari Vuorialho Vice Chairman of the Board of Directors. The term of office of the Board of Directors is until the close of the Annual General Meeting in 2012.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the auditor to be elected at the Annual General Meeting be reimbursed according to the auditor’s reasonable invoice.
15. Election of auditor
The Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab be re-elected as the Company’s auditor for the term until the close of the next Annual General Meeting of shareholders in 2012. KPMG Oy Ab will appoint Pauli Salminen, APA, as the responsible auditor.
16. Authorizing the Board of Directors to decide on the issuance of shares as well as other special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the meeting would authorize the Board of Directors to resolve on the issuance of new shares and/or the conveyance of the Company’s own shares held by the Company as well as other special rights entitling to shares in one or more instalments. On the basis of the authorization, the Board of Directors shall be entitled to resolve on the issuance of no more than 11,800,000 shares, including the shares received on the basis of special rights. The proposal includes the right to deviate from the shareholders’ pre-emptive rights. The authorization is proposed to be used for arrangements of importance for the Company, such as mergers and acquisitions, financing or carrying out investments, as part of the Company’s incentive program or for other important corporate purposes determined by the Board of Directors. The authorization is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2012.
17. 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 meeting would authorize the Board of Directors to resolve on the repurchase of the Company’s own shares pursuant to Chapter 15, Section 5(2) of the Finnish Limited Liability Companies Act. The Board of Directors proposes that on the basis of the authorization, the Board of Directors shall be entitled to resolve on the repurchase in one or more instalments of no more than 3,800,000 shares. The proposed maximum represents less than 10% of the Company’s share capital and the votes in the Company.
The Board of Directors proposes that it would be authorized to resolve on all other conditions related to the share repurchase, including a right to determine on the payable compensation, however, so that the purchase price at the time of the repurchase is, at maximum, the highest payable price in public trading for Salcomp Plc’s share. The authorization would not rule out the Board of Directors’ right to decide on a directed acquisition. The authorization is proposed to be used for arrangements of importance for the Company, such as mergers and acquisitions, financing or carrying out investments, for cancellation, as part of the Company’s incentive program or for other important corporate purposes determined by the Board of Directors. The authorization is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2012.
18. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals of the Board of Directors relating to the agenda of the Annual General Meeting, this notice as well as the Company’s annual accounts, the report of the Board of Directors and the auditor’s report are available on Salcomp Plc’s website at www.salcomp.com no later than 2 March 2011. The proposals of the Board of Directors and the annual accounts are also available at the meeting. Copies of the proposals of the Board of Directors 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 7 April 2011 and the Annual General Meeting documents will be available on the above-mentioned website until 30 June 2011.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
- The right to participate and registration
Each shareholder, who is on the record date for the general meeting 14 March 2011 noted in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders’ register of the Company.
A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting no later than 18 March 2011 at 4 p.m. (Finnish time) by giving a prior notice of participation. Such notice can be given:
- by e-mail to agm2011@salcomp.com;
- by telephone +358 40 191 9994;
- by telefax +358 201 875 450; or
- by regular mail to Salcomp Plc/AGM/Eevaleena Kiviaho, P.O. Box 95, FI-24101 Salo, 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. The personal data given to Salcomp Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
Pursuant to Chapter 5, Section 25 of the Limited Liability 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.
2. Proxy representative and power 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 shareholder may have several proxy representatives, who represent the shareholder with shares booked on different book-entry accounts. In such case the shares represented by each proxy representative shall be notified in connection with the registration.
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.
Possible proxy documents should be delivered in originals to Salcomp Plc/AGM/ Eevaleena Kiviaho, P.O. Box 95, FI-24101 Salo, Finland before the last date of registration.
3. Holders of nominee registered shares
A shareholder whose shares are nominee registered and who wants to participate in the Annual General Meeting must give notice for temporary entry into the Company’s shareholders’ register for participation in the Annual General Meeting at the latest on the date of registration for the Annual General Meeting 18 March 2011 by 10 a.m., if the shareholder, on the basis of the same shares, was entitled to be recorded in the Company’s shareholders’ register on the record date of the general meeting 14 March 2011. A shareholder whose shares are nominee registered is considered to be registered for the Annual General Meeting, when he/she is notified for temporary entry into the shareholders’ register as described above. A shareholder whose shares are nominee registered is advised to request necessary instructions regarding the registration in the shareholders’ register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank.
4. Other instructions and information
On the date of this notice to the Annual General Meeting, 18 February 2011, the total number of shares in Salcomp Plc is 39,360,840 of which 337,000 shares are held by the Company. Thus, the total number of available votes is 39,023,840.
Helsinki, 18 February 2011
SALCOMP PLC
Board of Directors
Further information:
Markku Hangasjärvi, President and CEO, tel. +358 40 7310 114
Jari Saarinen, CFO, tel. +358 40 500 4206
Distribution:
NASDAQ OMX, Helsinki
The main media
www.salcomp.com
BOARD OF DIRECTORS’ PROPOSALS TO ANNUAL GENERAL MEETING ON 24 MARCH 2011
1. Resolution on the use of the profit shown on the balance sheet
The Board of Directors proposes to the Annual General Meeting that dividend of EUR 0.07 per outstanding share will be paid for the fiscal year 2010 and that the rest of the profit of the fiscal year be transferred to the Company’s profit and loss account.
2. Payment of dividend
The right to dividends rests with a shareholder who, by the record date of the dividend payment 29 March 2011, has been entered as a shareholder in the Company’s shareholder register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 7 April 2011.
3. Election of auditor
The Board of Directors proposes that KPMG Oy Ab would continue as the Company’s auditor. KPMG Oy Ab will appoint Pauli Salminen, APA, as the responsible auditor.
The Board of Directors proposes the remuneration of the auditor to be paid according to a reasonable invoice.
4. Authorizing the Board of Directors to decide on the issuance of shares as well as other special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the meeting would authorize the Board of Directors to resolve on the issuance of new shares and/or the conveyance of the Company’s own shares held by the Company as well as other special rights entitling to shares in one or more instalments. On the basis of the authorization, the Board of Directors shall be entitled to resolve on the issuance of no more than 11,800,000 shares, including the shares received on the basis of special rights. The proposal includes the right to deviate from the shareholders’ pre-emptive rights. The authorization is proposed to be used for arrangements of importance for the Company, such as mergers and acquisitions, financing or carrying out investments, as part of the Company’s incentive program or for other important corporate purposes determined by the Board of Directors. The authorization is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2012.
5. 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 meeting would authorize the Board of Directors to resolve on the repurchase of the Company’s own shares pursuant to Chapter 15, Section 5(2) of the Finnish Limited Liability Companies Act. The Board of Directors proposes that on the basis of the authorization, the Board of Directors shall be entitled to resolve on the repurchase in one or more instalments of no more than 3,800,000 shares. The proposed maximum represents less than 10% of the Company’s share capital and the votes in the Company.
The Board of Directors proposes that it would be authorized to resolve on all other conditions related to the share repurchase, including a right to determine on the payable compensation, however, so that the purchase price at the time of the repurchase is, at maximum, the highest payable price in public trading for Salcomp Plc’s share. The authorization would not rule out the Board of Directors’ right to decide on a directed acquisition. The authorization is proposed to be used for arrangements of importance for the Company, such as mergers and acquisitions, financing or carrying out investments, for cancellation, as part of the Company’s incentive program or for other important corporate purposes determined by the Board of Directors. The authorization is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2012.
Markku Hangasjärvi, President and CEO, tel. +358 40 7310 114
Jari Saarinen, CFO, tel. +358 40 500 4206