OKMETIC OYJ STOCK EXCHANGE RELEASE 13 JUNE 2016 AT 3.30 P.M.
OKMETIC'S EXTRAORDINARY GENERAL MEETING TO CONVENE ON 7 JULY 2016 AT 9.00 A.M.
The shareholders of Okmetic Oyj are given notice to the extraordinary general meeting to be held on Thursday 7 July 2016 at 9.00 a.m. at Okmetic's headquarters, Piitie 2, Vantaa, Finland. The reception of participants who have registered for the meeting and the distribution of voting tickets will commence at 8.30 a.m.
National Silicon Industry Group's ("NSIG") wholly owned subsidiary NSIG Finland S.à r.l. ("NSIG Finland") has made a voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Okmetic that are not owned by Okmetic or any of its subsidiaries. According to NSIG's press release published on 10 June 2016, the tender offer will be completed in accordance with its terms and conditions after the expiry of the extended offer period on 14 June 2016 and the settlement of the completion trades will take place on or about 22 June 2016. Based on preliminary information on the acceptances received by 27 May 2016, the shares tendered in the tender offer represent approximately 92.53 % of all the shares and votes in Okmetic (excluding the treasury shares held by Okmetic). It is therefore expected that NSIG Finland will come to hold a considerable majority of all the shares and votes in Okmetic Oyj on the record date of the extraordinary general meeting.
NSIG Finland has requested Okmetic's board of directors to convene an extraordinary general meeting and informed the board of directors of certain proposals NSIG Finland intends to make as a shareholder at the extraordinary general meeting. These proposals are set forth below in agenda items 6-8.
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. Resolution on the remuneration of the members of the board of directors
NSIG Finland has notified that it intends to propose to the general meeting that no remuneration be paid to the members of the board of directors, but reasonable travel and other costs incurred by the board members for attending in board work shall be compensated by the company.
7. Resolution on the number of the members of the board of directors
NSIG Finland has notified that it intends to propose to the general meeting that three (3) members shall be elected to the board of directors.
8. Election of the members of the board of directors
NSIG Finland has notified that it intends to propose to the general meeting that Kai Seikku, Leo Ren and Jeffrey Wang shall be elected as members of the board of directors, replacing all current members of the board of directors, for a term that expires at the end of the following annual general meeting. NSIG Finland has notified the board of directors that all proposed candidates have given their consent to election.
9. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY 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 www.okmetic.com/investors/general-meeting. The proposals are also available at the meeting. The minutes of the meeting will be available on the above-mentioned website as of 21 July 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, Monday 27 June 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 July 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 0406 during office hours from Monday to Friday between 8.00 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 or business-ID, 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 necessary registrations.
A shareholder, his/her representative or proxy representative shall, when necessary, at the 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 Monday 27 June 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 July 2016, by 10.00 a.m. As regards nominee registered shares this constitutes a due 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 notify 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, Piitie 2 / 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 general meeting, 13 June 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.
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