SIEVI CAPITAL PLC STOCK EXCHANGE RELEASE 21 MARCH 2012 at 00.30 P.M.
NOTICE TO THE ANNUAL GENERAL MEETING
The shareholders of Sievi Capital plc are invited to the Annual General Meeting, to be held on Thursday 19 April 2012 at 2.00 pm at the Company’s main office, Yritystie 6, 85410 Sievi, Finland.
A. MATTERS ON THE AGENDA OF THE 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 2011
- Review by the President
7. Adoption of the annual accounts
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 71.005.304,36. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.06 be paid from the unrestricted shareholders’ equity per each outstanding share, for a total of EUR 3,463,826.34. The dividend matching day is 24 April 2012. The dividend will be paid to those shareholders who, on the matching day, are entered in the Company’s Register of Shareholders, kept by Euroclear Finland Ltd. The dividend payment day is 3 May 2012.
9. Resolution on the discharge of the members of the Board of Directors and the President from liability
10. Resolution on the remuneration of the members of the Board of Directors and the auditor
Shareholders who hold more than 50% of the shares and votes propose that the remuneration for the members of the Board of Directors is as follows: Chairman of the Board of Directors EUR 1,300/month, member not employed by the company EUR 700/month and member employed by the company EUR 300/month.
The auditor is paid according to a reasonable invoice.
11. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the general meeting that the number of members of the Board of Directors shall be five (5).
12. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors, supported by the company's major shareholders holding over 50% of the shares and votes, proposes that the general meeting will re-elect the following board members: Jorma J. Takanen, Asa-Matti Lyytinen, Jarkko Takanen and elect new members Harri Takanen and Riitta Kotilainen.
The first time nominees to the Board of Directors are presented on Company's website at www.sievicapital.com.
The term of office for the Board of Directors will last until the end of next Annual General Meeting. All members of the board have announced their consent to re-election.
13. Election of the auditor
Audit firm KPMG Oy Ab will continue as company's auditor, which is appointed for an indefinite period. APA Antti Kääriäinen has been proposed to be elected as the new principal auditor.
14. Proposal by the Board of Directors for amendment of the § 3 of the Articles of Association
The Board of Directors proposes that the Articles of Association, § 3 amends the number of members in such a way that the Board of Directors consists of three (3) to seven (7) members. Today the Board consists of five (5) to seven (7) members.
15. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase of the company's own shares as follows:
The Board of Directors is authorized to decide on the purchase of a maximum of three million (3,000,000) company shares. Company shares will be purchased with funds from the company's non-restricted equity, in which case the acquisition will decrease the company’s distributable non-restricted equity.
Shares will be purchased in another proportion than that of the holdings of the current shareholders. Purchasing will take place through public trading arranged by NASDAQ OMX Helsinki Ltd. The shares will be purchased at the fair value established in public trading at the time of acquisition.
Shares can be repurchased to develop the company’s capital structure, for use as consideration in acquisitions or to finance other arrangements, as part of the company’s incentive scheme or to be further disposed of or retired.
The Board of Directors will decide on other matters related to the acquisition of the company's shares. The authorization will remain in force for 18 months after it is issued.
16. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals of the Board of Directors and its committee relating to the agenda of the general meeting as well as this notice are available on Sievi Capital plc’s website at www.sievicapital.com. Sievi Capital plc’s annual report, the annual accounts, the report of the board of directors and the auditor’s report are available on the abovementioned website no later than 23 March 2012. The proposals of the Board of Directors and its committee 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. The minutes of the meeting will be available on the abovementioned website as of 3 May 2012 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
Eligibility to attend the meeting shall be enjoyed by shareholders who were entered by 5 April 2012 at the latest as shareholders in the register of Sievi Capital plc’s shareholders kept by Euroclear Finland ltd. In order to be able to attend the Annual General Meeting, shareholders shall register with the company by 4 p.m. on 16 April 2012 at the latest, either in writing to the address Sievi Capital plc, Yritystie 6, 85410 Sievi, Finland, by telephone, on +358 8 4882 500, to Ms Tanja Koskela or by e-mail agm@sievicapital.com.
When registering by post, the letter shall have arrived before the end of the registration period. In connection with the registration, the shareholder's name, personal ID, address, telephone number and name and personal ID of any assistant must be reported. The personal data given is used only in connection with the general meeting and with the processing of related registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the 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 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 general meeting.
Possible proxy documents should be delivered in originals to Sievi Capital plc, Marjo Nurkkala, Yritystie 6, 85410 Sievi, Finland before the last date for registration.
3. Holders of nominee registered shares
A shareholder whose shares are nominee registered and who wishes to participate in the Annual General Meeting must be recorded in the company's shareholders' register on the matching date of the Annual General Meeting, 5 April 2012. Participation requires that the shares have been registered temporarily in the company's shareholders' register on 16 April 2012 by 10 am. With regard to nominee registered shares, this is considered a registration for the Annual General Meeting.
It is recommended that the holder of a nominee registered share request the asset manager to provide the necessary instruction concerning registration in the shareholders' register, issuance of proxies and registration for the Annual General Meeting.
4. Other instructions and information
On the date of this notice the total number of shares and votes in Sievi Capital plc is 60,714,270 shares and votes.
In Vantaa on 21 March 2012
SIEVI CAPITAL PLC
THE BOARD OF DIRECTORS
Distribution: NASDAQ OMX Helsinki
Main media
www.sievicapital.com