STOCKHOLM, Sweden, February 13, 2002 (PRIMEZONE) -- The Board of Directors of AvestaPolarit Oyj Abp has in its meeting today decided on the summons to the Annual General Meeting of Shareholders of AvestaPolarit Oyj Abp, which will be held at the Dipoli Congress Centre, at Otakaari 24, FIN-02150 Espoo, Finland, on Tuesday, 9 April 2002 at 2.00 p.m.
In addition to the ordinary items specified in Section 14 of the Articles of Association, the agenda for the Meeting will include proposals by the Board of Directors as follows:
-- Proposal to issue warrants to the key personnel of the AvestaPolarit Group, as well as to a wholly-owned subsidiary of AvestaPolarit Oyj Abp. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the warrants form a part of the incentive and commitment program for the key personnel. The number of warrants issued will be 6,400,000. Of the warrants 1,600,000 will be marked with the symbol 2002A, 2,400,000 with the symbol 2002B and 2,400,000 with the symbol 2002C. The warrants entitle to subscription of a maximum of 6,400,000 shares in AvestaPolarit Oyj Abp.
The share subscription price for warrant 2002A shall be the trade volume weighted average quotation of the AvestaPolarit Oyj Abp share on the Helsinki Exchanges between 1 April and 30 April 2002, for warrant 2002B the trade volume weighted average quotation of the AvestaPolarit Oyj Abp share on the Helsinki Exchanges between 1 April and 30 April 2003 and for warrant 2002C the trade volume weighted average quotation of the AvestaPolarit Oyj Abp share on the Helsinki Exchanges between 1 April and 30 April 2004.
From the share subscription price of warrants shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the subscription price but before the date of the share subscription.
The share subscription period for the warrants shall begin in stages on 1 April 2004, on 1 April 2005, on 1 April 2006, and shall end on 30 April 2009 for all warrants.
The number of shares in AvestaPolarit Oyj Abp can, as a result of the subscriptions with the 2002 warrants, increase by a maximum of 6,400,000 new shares and the share capital increase by a maximum of 3,456,000 euro.
The purpose of the warrants is to encourage the key personnel to work on a long-term basis in order to increase the shareholder value. The purpose of the warrants is also to commit key personnel to the employer by a principal obligation to offer the warrants back to the company without compensation for possible accrued value if the employment ends before 1 April 2006.
A proportion of the persons eligible for subscription belong to the inner circle of the company. The total share ownership of the persons belonging to this category eligible for subscription does not exceed 1% of the company's shares and the voting rights of the shares. The warrants now issued can be exchanged for shares constituting a maximum of 1.8% of the company's shares and voting rights.
-- Proposal to authorise the Board of Directors to increase theshare capital by issuing new shares and by taking out convertible loans, in one or more instances. The increase may amount to a maximum of 37,685,767.86 euros or 69,788,459 shares.
The Board of Directors has the authority to define the share subscription price and the terms and conditions applicable to the convertible loans. The Board may resolve that shares can be subscribed and convertible loans can be taken against contribution in kind or on otherwise special terms. The Board of Directors may resolve to increase the share capital in deviation from the shareholders' pre-emptive rights to the share subscription provided that from the company's perspective important financial grounds exist such as financing or execution of a business acquisition or another arrangement.
The authorisation is proposed to be valid for a period of one year from the date of the Annual General Meeting, and will remain subject to the governance principles of the Shareholders' Agreement executed by and between Outokumpu Oyj and Corus Group plc., the main shareholders of AvestaPolarit.
Dividends
The Board of Directors is proposing a dividend of EUR 0.08 per share. The dividend will be paid to the shareholders who are registered in the Shareholders' Register of the Company maintained by the Finnish Central Securities Depository Ltd (Suomen Arvopaperikeskus Oy, the "APK") or who are registered with the corresponding Swedish Securities Register Centre and Clearing Organisation (Vardepapperscentralen AB, the "VPC") on the record date 12 April 2002. The dividend is proposed to be paid in euros to those shareholders registered with the APK and in Swedish krona to those registered with the VPC. Payment of the dividend is proposed to be effected as of 24 April 2002.
Enclosures (available via link):
1. Warrants in AvestaPolarit Oyj Abp 2002/Terms and conditions
2. Auditor's statement regarding the proposal to issue warrants
3. Auditor's statement regarding the proposal to authorise the
Board of Directors to increase the share capital
Helsinki 13th February 2002
SVH Pricewaterhouse Coopers Oy Authorised Public Accountants
Markku Marjomaa APA
The full text of this release including the Enclosures is available at the following links:
http://www.waymaker.net/bitonline/2002/02/13/20020213BIT01130/bit0002.doc http://www.waymaker.net/bitonline/2002/02/13/20020213BIT01130/bit0002.pdf
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