OKMETIC OYJ STOCK EXCHANGE RELEASE 18 FEBRUARY 2016 AT 1.00 P.M.
OKMETIC'S ANNUAL GENERAL MEETING TO CONVENE ON 7 APRIL 2016 AT 10.00 A.M.
The board of directors of Okmetic Oyj has decided to give notice to the shareholders of the company to the annual general meeting to be held on Thursday 7 April 2016 at 10.00 a.m. The meeting will be held in the Auditorium of the Finnish Aviation Museum in the area of the Helsinki-Vantaa airport, address Tietotie 3, Vantaa. The reception of the persons who have registered for the meeting and the distribution of voting tickets will commence at 9.30 a.m.
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 scrutinise 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 consolidated annual accounts, the board of directors' report, and the auditor's report for the year 2015
Review by the president
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet, the payment of dividend and authorisation of the board of directors to resolve on the distribution of additional dividend
According to the financial statements dated on 31 December 2015, the parent company's distributable earnings amount to 14,665,302.18 euro. No significant changes have taken place in the company's financial position after the end of the financial year.
The board of directors proposes to the annual general meeting that a dividend of 0.45 euro per share will be paid for the financial year 2015 (total of 7.6 million euro).
The dividend will be payable to shareholders who are registered in the shareholders' register maintained by Euroclear Finland Ltd. on the dividend record date Monday, 11 April 2016. The board proposes that the dividend payments be made on Monday, 18 April 2016.
Additionally, the board of directors proposes that it be authorised to decide at its discretion on the payment of dividend should the company's financial situation permit this. The additional dividend paid on the basis of the authorisation, including all possible separate decisions on dividend payment, may amount up to a maximum of 0.60 euro per share and 10,200,000 euro in total. Any dividend paid on the basis of the board's decision will be paid to shareholders who on the dividend record date are registered in the shareholders' register maintained by Euroclear Finland Ltd. The board of directors will decide on the record date for the dividend payout and on the dividend payment date, which may at the earliest be the fifth banking day after the record date. The authorisation is proposed to include the right for the board of directors to decide on all other terms and conditions relating to the payment of additional dividend. The authorisation is proposed to be effective until the beginning of the next annual general meeting.
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
Shareholders, who represent more than 15 percent of all shares and votes of the company, propose that the remuneration to the members of the board shall be maintained at the current level so that the remuneration is paid as follows: 1) the chairman of the board 40,000 euro per term 2) the vice chairman of the board 30,000 euro per term, and 3) other board members each 20,000 euro per term. The annual remuneration will be paid in the company's own shares, and in cash for the part of taxes. Payment of the remuneration per term will be paid as a one-time payment on 6 May 2016, and the number of remuneration shares shall be determined according to the closing quotation of the company's share on 4 May 2016. In addition, the board members are entitled to a meeting fee, the amount of which is 750 euro per meeting for the chairman of the board and 500 euro per meeting for each of the other board members.
11. Resolution on the number of members of the board of directors
Shareholders, who represent more than 15 percent of all shares and votes of the company, propose that six members shall be appointed to the board.
12. Election of the members of the board of directors
Shareholders, who represent more than 15 percent of all shares and votes in the company, propose that Mr. Jan Lång, Mr. Hannu Martola, Ms. Riitta Mynttinen, Mr. Mikko Puolakka and Mr. Henri Österlund shall be re-elected as board members for the term ending at the end of the next annual general meeting. All proposed candidates have given their consent to election. Aforementioned shareholders have informed the company that the search process for the sixth candidate to be proposed is currently underway. The aim is that the name of the candidate and all information relevant to the work of the board of directors will be notified to the company no later than on 15 March 2016. The company will publish this information and the shareholders' whole proposal for the composition of the board of directors immediately after receipt thereof. All information relevant to the work of the board of directors related to the currently nominated candidates is presented on the company website, www.okmetic.com/investors/corporate-governance/board-of-directors.
As the shareholders' whole proposal for the composition of the board of directors has not been available for the company upon the publication date of the notice of the annual general meeting, the notice does not include a proposal for the composition of the board of directors in accordance with Recommendation 1 of the Finnish Corporate Governance Code (2015).
13. 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.
14. Election of the auditor
The board of directors proposes to the annual general meeting that PricewaterhouseCoopers Oy, Authorised Public Accountants, be re-elected as the company's auditor until the end of the next annual general meeting. PricewaterhouseCoopers Oy has informed that Mr. Mikko Nieminen, Authorised Public Accountant, shall act as the principal auditor. The candidates have given their consent to the appointments.
15. Authorisation of the board of directors to decide on the repurchase and/or the acceptance as pledge of the company's own shares
The board of directors proposes to the annual general meeting that the board of directors be authorised to decide on the repurchase and/or the acceptance as pledge of the company's own shares in one or more tranches as follows:
The aggregate number of shares repurchased and/or accepted as pledge on the basis of the authorisation may not exceed 864,375 shares, which represents approximately five percent of all the shares of the company. The company and its subsidiaries together cannot at any time own and/or hold as pledge more than 10 percent of all of the company's registered shares.
Only unrestricted equity can be used to repurchase the company's own shares under the authorisation. Own shares can be repurchased at a price determined by public trading on the day of repurchase or at another market-based price.
The board of directors decides on the method of repurchasing and/or accepting as pledge of the company's own shares as well as the other terms and conditions. Shares can be repurchased otherwise than in the shareholders' proportional holding of shares (directed repurchase). The authorisation cancels the authorisation given by the annual general meeting on 14 April 2015 to the board of directors to decide on the repurchase and/or acceptance as a pledge of the company's own shares. The authorisation is effective until the next annual general meeting of shareholders, however, no longer than until 7 October 2017.
16. Authorisation of the board of directors to decide on the issuance of shares, the transfer of the company's own shares as well as the issuance of special rights entitling to shares
The board of directors proposes to the annual general meeting that the board of directors be authorised to decide on the issuance of shares, the transfer of the company's own shares, and the issuance of special rights entitling to shares according to Chapter 10, section 1 of the Limited Liability Companies Act in one or more tranches as follows:
The aggregate number of shares issued or transferred on the basis of the authorisation may not exceed 2,593,125 shares.
The board of directors decides on all the terms and conditions of the issuance of shares, the transfer of the company's own shares, and the issuance of special rights entitling to shares according to Chapter 10, section 1 of the Limited Liability Companies Act. The authorisation concerns both the issuance of new shares as well as the transfer of the company's own shares. The issuance of shares, the transfer of the company's own shares and the issuance of special rights entitling to shares according to Chapter 10 section 1 of the Limited Liability Companies Act may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorisation cancels the authorisation given by the annual general meeting on 14 April 2015 to the board of directors to decide on the issuance of shares, transfer of the company's own shares as well as the issuance of special rights entitling to shares. The authorisation is effective until the next annual general meeting, however, no longer than until 7 October 2017.
17. Establishment of a shareholders' nomination board
The board of directors proposes to the annual general meeting that the meeting resolves to establish a shareholders' nomination board to prepare future proposals concerning the election and remuneration of the members of the board of directors to the general meetings. In addition, the board of directors proposes that the annual general meeting adopts the charter of the shareholders' nomination board set out as appendix 1 to the notice.
According to the proposal the duties of the shareholders' nomination board shall include in accordance with the diversity principle:
- to prepare and present to the general meeting a proposal on the remuneration of the members of the board of directors;
- to prepare and present to the general meeting a proposal on the number of the board of directors in accordance with the articles of association of the company;
- to prepare and present to the general meeting a proposal on the members of the board of directors;
- to prepare and present a proposal on the chairman and vice chairman of the board of directors to the organisation meeting of the board of directors;
- to seek prospective successor candidates for the members of the board of directors.
The shareholders' nomination board shall consist of four (4) members, three (3) of which shall be appointed by the company's three (3) largest shareholders, who shall be entitled to nominate one member each. The chairman of the company's board of directors shall serve as the fourth member.
The company's largest shareholders shall be determined on the basis of the registered holdings in the company's shareholder register held by Euroclear Finland Ltd as of the first working day in September in the year concerned. If a shareholder who has an obligation under the Finnish Securities Markets Act to disclose certain changes in shareholding (shareholder with flagging obligation), makes a written request to such effect to the board of directors no later than on the last working day of August, such shareholder's holdings in several funds or registers will be combined when calculating the share of votes which determines the nomination right. As regards individual persons as shareholders, their direct ownership and ownership of corporations over which he/she exercises control as well as ownership of his/her spouse and children, will be taken into account in the determination. In case two of these four shareholders own an equal number of shares and votes and the representatives of both such shareholders cannot be appointed to the nomination board, the decision shall be made by drawing lots.
If a holder of nominee registered shares wishes to use his/her right to nominate, they shall present a reliable account of the number of shares in their ownership by the last working day of August in the year preceding the annual general meeting. The account shall be submitted to the chairman of the board of directors on the fourth working day of September, at the latest.
The chairman of the board of directors shall request each of the three largest shareholders, as defined above, to appoint one member to the nomination board. In the event that a shareholder does not wish to exercise his or her right to appoint a representative, it shall pass to the next largest shareholder who would not otherwise be entitled to appoint a member to the nomination board. The chairman of the board of directors convenes the first meeting of the nomination board and the nomination board shall elect a chairman from among its members. The nomination board convenes thereafter at the notice of the chairman of the nomination board. When the nomination board has been appointed, the company will publish the composition by a release.
The members shall be nominated annually and their term of office shall end when new members are nominated to replace them.
The nomination board shall forward its proposals to the company's board of directors by the last working day of January preceding the annual general meeting. Proposals intended for an extraordinary general meeting shall be forwarded to the company's board of directors in time for them to be included in the notice of the general meeting. Provisions of the Securities Markets Act apply to any insider information the nomination board members might come to possess.
The nomination board members are not paid compensation for their membership in the nomination board. The members are compensated for their travel expenses in accordance with the state's travelling compensation regulations. If necessary, the nomination board can use external specialists in order to perform its duties, within the cost framework approved by the company beforehand.
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The aforementioned decision proposals relating to the agenda of the general meeting as well as this notice are available on Okmetic Oyj's website at http://www.okmetic.com/investors/general-meeting. The annual report of Okmetic Oyj, including the company's annual accounts, the consolidated annual accounts, the board of directors' report, and the auditor's report, is available on the above-mentioned website as of 17 March 2016, at the latest. The proposals and the other aforementioned documents are also available at the meeting. The minutes of the meeting will be available on the above-mentioned website as of 21 April 2016, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholder registered in the shareholders' register
Each shareholder, who is registered on the record date of the general meeting, Thursday 24 March 2016, in the shareholders' register of the company maintained by Euroclear Finland Ltd., has the right to participate in the 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 registered in the company's shareholders' register, who wants to participate in the general meeting, shall register for the meeting no later than on Monday 4 April 2016 at 4.00 p.m. by giving a prior notice of participation. The notice of participation has to be received by the registration deadline. Such notice can be given:
a) by email to communications@okmetic.com;
b) by telephone on +358 9 5028 0509 during office hours from Monday to Thursday between 9.00 a.m. and 4.00 p.m. or
c) by letter, addressed to Okmetic Oyj, Share Register, P.O. Box 44, FI-01301 Vantaa, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number as well as the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Okmetic Oyj is used only in connection with the general meeting and with the processing of related registrations.
A shareholder, his/her representative or proxy representative shall, when necessary, at the annual general meeting be able to prove his/her identity and/or right of presentation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on Thursday 24 March 2016 would be entitled to be registered in the shareholders' register of the company maintained by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register maintained by Euroclear Finland Ltd. at the latest by Monday 4 April 2016, by 10.00 a.m. As regards nominee registered shares this constitutes as registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents, and the registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholders' register of the company by no later than the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by means 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 Okmetic Oyj, Share register, P.O.Box 44, FI-01301 Vantaa by the registration deadline.
4. Other information
Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is present at the 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 of the annual general meeting, 18 February 2016, the total number of shares and votes in Okmetic Oyj is 17,287,500 and the company holds 406,129 of its own shares.
OKMETIC OYJ
Board of directors
For further information, please contact:
Senior Vice President, Finance, IT and Communications Juha Jaatinen
tel. +358 9 5028 0286, email: juha.jaatinen@okmetic.com
Okmetic supplies tailored, high value-added silicon wafers to be used in the manufacture of sensors as well as discrete semiconductors and analog circuits. Okmetic's strategic objective is profitable growth driven by a product portfolio designed to meet customers' current and future technology needs. The core of the company's operations is being genuinely close to the customers and understanding their needs and processes.
Okmetic's global sales network, extensive portfolio of high value-added products, in-depth knowledge of crystal growing, long-term product development projects, as well as efficient and flexible production create prerequisites for achieving the strategic targets. The company's headquarters is located in Finland, where the majority of the company's silicon wafers is manufactured. In addition to in-house manufacture, Okmetic has contract manufacturing in Japan and China. Okmetic's shares are listed on Nasdaq Helsinki Ltd under the code OKM1V. For more information on the company, please visit our website at www.okmetic.com.
Attachment 1: Charter of the shareholders' nomination board
HUG#1987200
