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2016-02-18

Okmetic Oyj: Okmetic's annual general meeting to convene on 7 April 2016 at 10.00 A.M.

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
...

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