Helsinki, Finland, 2012-12-21 16:30 CET (GLOBE NEWSWIRE) -- INVITATION TO IXONOS PLC EXTRAORDINARY GENERAL MEETING
The shareholders of Ixonos Plc are convened to an Extraordinary General Meeting to be held on Tuesday, 15 January 2013, from 15.00, in the Aida auditorium of Opus Business Park 3, at Hitsaajankatu 20, 00810 Helsinki, Finland. The reception of participants will begin at 14.00, as will the coffee preceding the meeting.
A. MATTERS TO BE DECIDED AT THE EXTRAORDINARY GENERAL MEETING
The following items are on the agenda for the meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to count votes
4. Recording the legality of the meeting
5. Recording of attendance; adoption of the list of votes
6. Authorising the Board of Directors to decide on share issues and on granting special rights entitling to shares
The Board of Directors proposes that the General Meeting authorise the Board to decide on a rights issue and on issuing stock options and other special rights entitling to shares pursuant to chapter 10, section 1 of the Limited Liability Companies Act (624/2006) as well as on transferring treasury shares in one or more lots under the following terms:
The number of shares to be issued or transferred under the authorisation may not exceed 40 000 000, which is equivalent to approximately 265 per cent of all company shares at the time of convening the General Meeting.
The authorisation may be used to finance corporate acquisitions or other investments related to the operations of the company, to strengthen the company’s balance sheet and financial position or for other purposes decided by the Board of Directors, except to implement staff loyalty or incentive-option schemes.
Within the limits of the authorisation, the Board of Directors may decide on all terms of the rights issue, of the issue of special rights entitling to shares and of the treasury share transfers.
The Board of Directors is entitled to decide on crediting the subscription price to the share capital or, entirely or partly, to the invested non-restricted equity fund.
Shares as well as special rights entitling to shares may also be issued, and treasury shares may be transferred, in a way that deviates from the pre-emptive rights of shareholders, if a weighty financial reason for this exists as laid out in the Limited Liability Companies Act.
The authorisation, which would not revoke any previous share issue authorisations, is proposed to be effective until the Annual General Meeting 2013.
The decision requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
7. Closing of the meeting
B. MEETING DOCUMENTS
The aforementioned Board proposal and this notice will be made available to the shareholders in the Investors section of Ixonos Plc’s website, at www.ixonos.com, not later than 21 days prior to the General Meeting. The same documents will also be available at the General Meeting. In addition, copies of those documents will be mailed to shareholders who request them. Otherwise, no separate notice of the meeting will be sent to shareholders.
C. INSTRUCTIONS FOR PARTICIPANTS
1. Right to attend; registration
Shareholders who are registered on the company’s shareholder list, which is maintained by Euroclear Finland Ltd, on 3 January 2013, have the right to attend the meeting. Shareholders whose shares have been entered in their personal book-entry accounts in Finland are registered on the company’s shareholder list.
Shareholders who wish to participate in the General Meeting must give advance notice of their participation. Such notice must arrive at the company no later than Thursday, 10 January 2013, at 16.00. Advance notice of participation can be given:
a) using the form in the Investors section of the company’s website at www.ixonos.com;
b) by email to yhtiokokous@ixonos.com;
c) by fax to +358 206 050 223;
d) by postal mail to Ixonos Plc, General Meeting, Hitsaajankatu 24, 00810 Helsinki, Finland;
e) by telephone, between 9.00 and 16.00, to Aila Mettälä at +358 40 531 0678 or +358 424 2231.
When giving advance notice of participation, please state the shareholder’s name, personal identity code, address and telephone number as well as the name of any assistant and the name and personal identity code of any proxy representative. Personal data provided to Ixonos Plc by its shareholders is used only in connection with the General Meeting and with processing the necessary registrations related to the meeting.
2. Assistants and proxy representatives
Shareholders may participate in the meeting, and exercise their rights at the meeting, by way of proxy representation. The representative must produce a dated proxy document or other reliable evidence of his or her right to represent the shareholder. If several proxies represent the same shareholder based on shares held in different book-entry accounts, the shares on which each proxy’s representation is based must be stated when giving advance notice of participation. Please furnish the company with any proxy documents as an email attachment (such as in PDF), by fax or by postal mail, using the above-mentioned contact information for advance notice, no later than the last date for advance notices of participation.
3. Holders of nominee-registered shares
Holders of nominee-registered shares should in good time request from their custodians 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 meeting, the account operator of the custodian must notify the shareholder for a temporary entry in the shareholder register no later than Thursday, 10 January 2013, at 10.00.
4. Other information
Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, shareholders who are present at the General Meeting are entitled to request information on matters dealt with by the meeting.
On the day of convening the meeting, Ixonos Plc has 15,102,484 shares and votes.
Helsinki, 21 December 2012
IXONOS PLC
Board of Directors
For additional information, please contact:
Ixonos Plc, Timo Leinonen, CFO, tel. +358 400 793 073, timo.leinonen@ixonos.com
Distribution:
NASDAQ OMX Helsinki
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