5 April 2012
POWERFLUTE OYJ
NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF POWERFLUTE OYJ
To be held in at the Scandic Hotel Kuopio, Finland
at 9.00 am on 26 April 2012
Notice is hereby given to the shareholders of Powerflute Oyj (“Powerflute” or the “Company”) that the Annual General Meeting will be held on 26 April 2012 at 9:00 a.m. at the premises of the Scandic Hotel, Kuopio (Satamakatu 1, Kuopio, Finland). Reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 8:30 a.m.
A. MATTERS ON THE AGENDA of the annual general meeting
At the Annual General Meeting, the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year ended 31 December 2011
- Adoption of the annual accounts
- Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of 1.3 cent per share be paid for the year ended 31 December 2011. The record date for the proposed dividend would be 2 May 2012 and payment would be made on or about 18 May 2012.
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability
- Resolution on the remuneration of the members of the Board of Directors
The Remuneration Committee of the Board of Directors proposes that the following remuneration and fees be awarded in relation to the term of office ending at the end of the following Annual General Meeting.
- For the Chairman of the Board of Directors, a fee of EUR 100,000.
- For each of the other members of the Board of Directors, a fee of EUR 50,000.
- For the chairmen of each of the Board’s principal committees, an additional fee of EUR 10,000.
In addition to the above, the costs incurred by the Directors in connection with their attendance at Board and committee meetings will be reimbursed.
- Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the Board of Directors should consist of seven (7) members.
- Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that seven of the present members of the Board of Directors (Dr Dermot F Smurfit, Mr Marco Casiraghi, Mr David Walton, Mr Christopher Knight, Mr Juha Niemelä, Mr Anthony Smith and Mr Dermot S Smurfit), should be re-elected as members of the Board of Directors. Dr Ulrich Scheufelen, who joined the Board of Directors in 2009, will not be seeking re-election.
In each case, the appointment will be for a term of office ending at the close of the following Annual General Meeting. The aforementioned persons have given their consent to their election.
- Resolution on the remuneration of the auditor
In accordance with the recommendation of the Audit Committee, the Board of Directors proposes that the auditor’s fees are paid as invoiced.
- Election of auditor
In accordance with the recommendation of the Audit Committee, the Board of Directors proposes that Ernst & Young Oy, a firm of auditors approved by the Central Chamber of Commerce, be elected as the Company’s auditor for the financial year ending 31 December 2012.
Ernst & Young has informed the Company that it is willing to accept this appointment and that the main responsible auditor will be Mr. Mikko Järventausta, Authorized Public Accountant.
- Authorisation of the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the Annual General Meeting should authorise the Board of Directors to resolve on the repurchase of up to 28,000,000 Powerflute’s shares pursuant to Chapter 15, Section 5(2) of the Finnish Companies Act by using funds in the company’s unrestricted equity. The proposed amount of shares corresponds to 9.6 per cent of all shares and votes of the company currently in issue.
Purchases of own shares under this authority may only be carried out through public trading on stock exchange(s) the rules of which allow companies to trade in their own shares. The amount payable for shares repurchased under the authority is to be based on the market price of Powerflute’s shares in public trading. The minimum price payable would be the lowest market price of the share quoted in the public trading during the authorisation period and the maximum price payable would be the highest market price quoted during the authorisation period.
It is proposed that authority be granted for shares to be repurchased on a selective basis and in proportions other than that of current shareholders. However, whether undertaken through public trading as determined above or on an otherwise directed basis, such repurchases may only take place in the event that there are important financial grounds from the Company’s perspective for the repurchase.
This authority to repurchase the Company’s own shares is intended to be used only for arrangements of major importance for the Company, such as to support the de-listing from the First North Finland market place, mergers and acquisitions, financing or carrying out investments, developing the capital structure of the company, settling the company’s equity based incentive plans, to be transferred for other purposes, for cancellation or for such other important corporate purposes as may be determined by the Board of Directors.
It is proposed that this authority should remain effective until 30 June 2013, unless revoked or amended before this date by a General Meeting of shareholders, and should replace any previous similar authorities granted to the Board of Directors.
- Authorisation of the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights or entitlements to shares
The Board of Directors proposes that the Annual General Meeting should authorise the Board of Directors to resolve on the issuance of up to 60,000,000 shares through a share issue or granting of options or other special rights granting entitlement to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act. This authority may be utilised in one or several issues. The Board of Directors may resolve to give either new shares or shares in the company’s possession. The proposed amount of shares corresponds to approximately 20.7 per cent of all shares and votes of the Company currently in issue.
It is proposed that the authority should provide the right to deviate from the shareholders’ pre-emptive subscription right and that the Board of Directors should be authorised to decide on all material terms and conditions of a share issue, grant of options or other specific share entitlements. This shall include determination of the payment period, subscription price and method of allocation of shares, options or other specific rights of entitlement to shares. In particular, the Board of Directors may determine that shares, options or other specific rights of entitlement to shares may be granted free of charge, or that the subscription price may be paid either partially or entirely in assets other than cash.
This authority to issue shares is intended to be used only for matters of material importance to the development of the Company, such as financing or implementing business arrangements or investments or for other such important corporate purposes as may be determined by the Board of Directors.
It is proposed that this authority should remain effective until 30 June 2013, unless revoked or amended before this date by a General Meeting of shareholders, and should replace any previous similar authorities granted to the Board of Directors.
- Closing of the meeting
B. documents of the annual general meeting
The proposals of the Board of Directors and its committees relating to the agenda of the Annual General Meeting as well as this notice are available for inspection on the website of Powerflute at www.powerflute.com.
The financial statements of Powerflute, including the company’s annual accounts, the report of the Board of Directors and the auditor’s report, will be available for inspection on the above-mentioned website no later than 5 April 2012.
Copies of the proposals of the Board of Directors and the annual accounts will also be available at the meeting. Copies of these documents and of this notice are available and will be sent to shareholders upon request. The minutes of the meeting will be available on the Company’s website from 10 May 2012.
C. instructions for the participants in the annual general meeting
- The right to participate and registration
Each shareholder, who is registered on 16 April 2012 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the Annual 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.
Any shareholder who wants to participate in the Annual General Meeting must register for the meeting no later than 23 April 2012 at 10:00 a.m. Finnish time by giving a prior notice of participation. Such notice can be given:
- by e-mail to tiina.silvast@powerflute.com;
- by telephone +358 10 6606 205 / Ms. Tiina Silvast;
- by telefax +358 10 6606 212; or
- by regular mail to Powerflute, Tiina Silvast, P.O.Box 57, Sorsasalo, FI-70101 Kuopio, Finland.
In order to register for attendance at the Annual General Meeting, a shareholder must provide details of his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Powerflute is used only in connection with the Annual General Meeting and with the processing of related registrations.
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
- Proxy representative and powers of attorney
A shareholder may participate in the Annual 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 Annual General Meeting. When a shareholder participates in the Annual 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 Annual General Meeting.
Possible proxy documents should be delivered in originals to Powerflute, Tiina Silvast, P.O.Box 57, Sorsasalo, FI-70101 Kuopio, Finland before the last date for registration.
- Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay from his/her custodian bank necessary instructions regarding the registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the Annual General Meeting. The account management organization of the custodian bank will register the holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders’ register of the Company at the latest on 23 April 2012 at 10:00 a.m. Finnish time.
4. Other instructions and information
On the date of this notice to the Annual General Meeting, the total number of shares and votes in Powerflute is 289,818,174.
The Annual General Meeting shall be held in Finnish and in English.
In Helsinki, 5 April 2012
POWERFLUTE PLC
The Board of Directors
For further information, please contact:
|
PowerfluteOyj Dermot Smurfit (Chairman) Marco Casiraghi (Chief Executive Officer) David Walton (Chief Financial Officer) |
c/o Billy Clegg, FTI Consulting +44 20 7269 7157 |
|
Canaccord Genuity Limited Piers Coombs Mark Dickenson |
+44 20 7523 8350 |
|
Pareto Őhman AB Ms Arja Väyrynen |
+358 9 8866 6029 |
|
FTI Consulting Billy Clegg Oliver Winters |
+44 20 7831 3113 |
|
FTI Consulting (Ireland) Mark Kenny Jonathan Neilan |
+353 1 663 3686 |
About Powerflute
Powerflute Oyj ("the Company" or "Powerflute") is a paper and packaging group quoted on the AIM market of the London Stock Exchange (Ticker: POWR) and on NASDAQ OMX First North, the alternative market of NASDAQ OMX Helsinki (Ticker POW1V). Through its subsidiary Savon Sellu Oy, the Group operates a paper mill in Kuopio, Finland which produces a specialised form of semi-chemical fluting made from locally sourced birch. Corrugated boxes manufactured using Nordic semi-chemical fluting demonstrate strength and moisture resistance and are used for transportation of fruit and vegetables, high-value industrial goods such as electrical appliances and automotive components. The Kuopio mill is one of only three suppliers of Nordic semi-chemical fluting in Europe.
