17 MARCH 2008
POWERFLUTE OYJ
INVITATION AND BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS OF POWERFLUTE OYJ
INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 15 APRIL
2008
The shareholders of POWERFLUTE PLC are invited to the Annual General Meeting to
be held on 15 April 2008 at the premises of Scandic Hotel Kuopio (Satamakatu 1,
Kuopio) at 6.30 p.m. The registration of the participants begins at 6.00 p.m.
The shareholders have the opportunity to participate to a tour on the Savon
Sellu mill before the meeting. A transportation from and to Scandic Hotel Kuopio
will be organised so that any shareholder wishing to participate to the tour
should be at the main entrance of Scandic Hotel Kuopio at 4.45 p.m. on 15 April
2008.
AGENDA
The following matters shall be handled in the meeting:
1 MATTERS TO BE HANDLED IN THE ANNUAL GENERAL MEETING ACCORDING TO ARTICLE 8 OF
THE ARTICLES OF ASSOCIATION
DIVIDEND
The Board of Directors proposes to the Annual General Meeting that a final
dividend of EUR 0.033 (GBP 2.56 p) per share is paid based on the adopted
balance sheet for the financial period ended 31 December 2007.
The final dividend shall be paid to the shareholder who has registered his / her
holdings in the Company's shareholders' register maintained by the Finnish
Central Securities Depository Ltd. or to a holder of depositary interests
registered with the Capita Registrar on the record date for dividend payment on
18 April 2008. The dividend shall be paid on or about 6 May 2008.
COMPOSITION AND COMPENSATION OF THE BOARD OF DIRECTORS
The nomination committee of the Board of Directors proposes to the Annual
General Meeting that the present Members of the Board of Directors would be
re-elected as Board Members. The remuneration committee of the Board proposes
that the Chairman of the Board would receive a fee of EUR 100,000 and the
Members of the Board would receive a fee of EUR 50,000 per term ending at the
end of the following Annual General Meeting. In addition, the chairmen of the
Board's committees would receive an additional compensation of EUR 10,000 per
term.
2 PROPOSALS OF THE BOARD OF DIRECTORS CONCERNING THE AUTHORISATION BY THE
ANNUAL GENERAL MEETING TO THE BOARD OF DIRECTORS TO PASS A RESOLUTION ALLOWING
THE COMPANY TO REPURCHASE THE COMPANY'S OWN SHARES
The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting would authorise the Board of Directors to resolve on the
repurchase of the Company's own shares up to a maximum number of 8,800,000
shares of the Company, representing 10 per cent. of the issued share capital of
the Company.
According to the proposal of the Board of Directors, these shares can be
repurchased contrary to the Shareholders' pre-emptive right using funds in the
unrestricted shareholders equity and shall be acquired through public trading on
the Stock Exchanges where the Company's shares are quoted at the share price
prevailing at the time of the acquisition.
The authorization to repurchase the Company's own shares shall be valid until 30
June 2009.
3 PROPOSAL OF THE BOARD OF DIRECTORS CONCERNING THE AUTHORISATION BY THE ANNUAL
GENERAL MEETING TO THE BOARD OF DIRECTORS TO PASS A RESOLUTION ON THE ISSUE OF
NEW SHARES AND /OR ASSIGNMENT OF TREASURY SHARES
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors pass a resolution authorising an issue of new shares and/or
on the disposal of treasury shares of the Company up to the maximum number of
88,000,000 shares against payment.
It is proposed that the Board of Directors would be entitled to pass a
resolution on all terms and conditions of said issue and/or disposal, including
to whom and on what price the shares are issued and/or disposed. The
authorisation would, therefore, also grant the possibility to resolve on a
rights issue or to resolve on a share issue by deviating from the pre-emptive
rights of the shareholders. The Board of Directors proposes that the
authorisation shall be valid until 30 June 2009 and it revokes all previous
authorisations given to the Board of Directors.
4 PROPOSAL OF THE BOARD OF DIRECTORS CONCERNING THE AUTHORISATION BY THE ANNUAL
GENERAL MEETING TO THE BOARD OF DIRECTORS TO PASS A RESOLUTION ON THE PAYMENT OF
AN INTERIM DIVIDEND
The Board of Directors proposes that the Annual General Meeting would authorise
the Board of Directors to pass a resolution on the payment of an interim
dividend up to the maximum amount of 1.681 cents (approx 1.28 pence) per share.
Any decisions on the payment of the interim dividend would be made and such
dividend, if any, would be paid during second half of 2008.
DOCUMENTS OF THE MEETING
Copies of the annual accounts and the review by the Board of Directors and the
Auditor's report as well as the proposals of the Board of Directors to the
Annual General Meeting shall be available for inspection by shareholders by 7
April 2008 at the premises of the Company at Sorsasalo, Kuopio and on the
Company's website http://www.powerflute.com/.
RIGHT TO ATTEND TO THE MEETING
Shareholders who
1. on April 5, 2008 are registered as shareholder in the Company's
shareholders' register maintained by the Finnish Central Securities Depository
Ltd, and
2. have registered to attend to the Annual General Meeting at the latest by
Thursday, April 10, 2008, at 4:00 p.m Finnish time.
have the right to attend and vote at the meeting.
Shareholders whose shares are registered in their account in the Finnish
book-entry system are also registered in the Company's shareholders' register.
Holders of depositary interests in the British CREST system have to contact
Capita Registrars Ltd. in order to be temporarily recorded to the shareholders'
register and to attend to the Annual General Meeting. For this purpose, the
holders of depositary interests are requested to follow further instructions
from Capita Registrars Ltd. Holders of shares held otherwise under the name of a
nominee wishing to attend to the meeting shall contact their account manager and
to further follow the instructions of the account manager.
Registration of attendance to the Annual General Meeting can be made either
- by telephone +358 10 6606 205 / Ms. Tiina Silvast,
- by fax +358 10 6606 212 or
- by mail to Powerflute Oyj, Tiina Silvast, P.O.Box 57, Sorsasalo FI-70101,
Kuopio, Finland
Possible proxies are requested to be provided as originals to the Company to the
address above at latest by the end of the registration period. Upon registering
to the meeting, please also indicate whether you would participate to the tour
at the Savon Sellu mill between 4.45 p.m. and 6.15 p.m.
LANGUAGE OF THE MEETING
The Annual General Meeting shall be held in Finnish and in English.
In Kuopio, March 17 2008
THE BOARD OF DIRECTORS
BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO
BE HELD ON 15 APRIL 2008
1. Matters that shall be dealt with in the Annual General Meeting of
Shareholders pursuant to the Articles of Association and the Companies Act
The distributable funds in the Company's balance sheet as per 31 December 2007
amount to EUR 7,995,924.86. The Board proposes that from the retained earnings a
dividend of 3.366 cents (EUR 0.03366) per share is to be paid out on the shares
of the Company. The current number of shares of the Company is 88,000,000, based
on which the maximum amount to be distributed as dividend is EUR 2,962,080.
The Board of the company proposes that the profit of the financial year shall be
transferred to the company's unrestricted equity.
The dividend will be paid to shareholders registered in the Register of
Shareholders of Powerflute held by Finnish Central Securities Depository Ltd on
the record date, 18 April 2008. The Board proposes that the dividend be paid on
or about 6 May 2008.
2. Board of Directors' proposal to authorise the Board to resolve to repurchase
Powerflute's shares
The Board proposes that the Annual General Meeting authorise the Board to
resolve to repurchase a maximum of 8.8 million Powerflute shares by using funds
in the unrestricted shareholders' equity. The proposed amount of shares
corresponds to less than ten percent of all shares of the Company.
The shares may be repurchased under the proposed authorisation in order to
develop the capital structure of the company and in order to finance or carry
out acquisitions or other arrangements, to settle the Company's equity based
incentive plans, to be transferred for other purposes or to be cancelled.
The price paid for the shares repurchased under the authorisation shall be based
on the market price of Powerflute shares in public trading. The minimum price to
the paid would be the lowest market price of the share quoted in the public
trading during the authorisation period and the maximum price the highest market
price quoted during the authorisation period.
The repurchases under the authorisation are proposed to be carried out by using
funds in the unrestricted shareholders equity which means that the repurchases
will reduce funds available for distribution of profits.
The authorisation for repurchases is proposed to be carried out, as to be
determined by the Board, through public trading and on such stock exchange(s)
the rules of which allow companies to trade with their own shares. The shares
would be repurchased in another proportion than that of current shareholders.
The Company may enter into derivative, share lending or other arrangements
customary in capital markets practice within the limits set by the applicable
laws and regulations. In repurchases through public trading, the Company will
follow the rules and guidelines regarding, among others, the determination of
the repurchase price, settlement and disclosure of trades, of the stock exchange
on which the repurchase is carried out. A prerequisite for a repurchase through
public trading as determined above, or for and otherwise directed repurchase, is
that there are important financial grounds from the Company's perspective for
the repurchase.
It is proposed that the authorisation be effective until 30 June 2009.
3. Board of Directors' proposal to authorise the Board to resolve on a share
issue and granting of option and other specific rights entitling to the shares
The Board proposes that the General Meeting shall authorise the Board to resolve
on the issuance of up to 88,000,000 shares through a share issue or granting of
options or other special rights entitling to shares pursuant to chapter 10,
section 1 of the Finnish Companies Act. The authorisations are proposed to be
utilised in one or several issues. The Board may resolve to give either new
shares or shares in the company's possession. The amount of the proposed
authorisation regarding the shares corresponds to approximately the current
number of shares in the Company.
The authorisation is proposed to include the right to deviate from the
shareholders' pre-emptive subscription right. The authorisation is proposed to
be used for material arrangements from the company's point of view, such as
financing or implementing business arrangements or investments or for other such
purposes determined by the Board in which case a weighty financial reason for
issuing shares, options or other specific share entitlements and possibly
directing a share issue would exist. The authorisation is proposed to be
effective until 30 June 2009 and it would revoke previous authorisations granted
for the Board to issue new shares.
The Board proposes that the Board would be authorised to decide on all other
terms and conditions of a share issue, options and other specific share
entitlements as referred to in chapter 10, section 1 of the Finnish Companies
Act, including the payment period, determination grounds for the subscription
price and subscription price or allocation of shares, options or other specific
rights free of charge or that the subscription price may be paid besides in cash
also by other assets either partially or entirely.
4. Board of Director's proposal to authorise the Board of Directors to pass
resolution on the payment of dividend
The Board proposes to that the Annual General Meeting would authorise the Board
to resolve on the distribution of dividend pursuant to chapter 13, section 6 of
the Finnish Companies Act. On the basis of the authorisation, the Board may
decide on the distribution of dividend so that the amount of dividend on the
basis of the authorisation in total does not exceed 1.681 cents (EUR 0.01681)
per share, or in total EUR 1,480,000. Dividend may be distributed one or several
times. The authorisation is proposed to be valid until the beginning of the next
Annual General Meeting but in any case until 15 April 2009 at the latest. The
eventual decisions on the payment of such dividend would, however, be made and
such dividend, if any, would be paid during second half of 2008.
In Helsinki on 17 March 2008
Powerflute Plc.
The Board of Directors
Contacts
For additional information please contact:
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| Powerflute OYJ | | C/O Billy Clegg |
| Dermot Smurfit (Chairman) | | +44 (0)20 7269 7157 |
| Don Coates (Chief Executive | | |
| Officer) | | |
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| Financial Dynamics: | | +44 (0)20 7831 3113 |
| Billy Clegg | | |
| Georgina Bonham | | |
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Details of AGM
| Source: Powerflute Oyj