Larox Corporation Company announcement 9.2.2010 at 3 pm
INVITATION TO LAROX CORPORATION ANNUAL GENERAL MEETING OF SHAREHOLDERS
Larox Corporation shareholders are invited to the annual general meeting of
shareholders to be held at Larox Corporation headquarters, address Tukkikatu 1,
53900 Lappeenranta on Tuesday 16 March 2010 at 1 p.m. The reception of the
persons who have registered for the meeting will commence half an hour before
the meeting.
A. THE MATTERS TO BE HANDLED IN THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
1. Opening of the meeting
2. Calling the meeting to order
3. Election of person to scrutinize the minutes and count the votes
4. Recording the legality and quorum of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Group financial statements, annual report and auditors'
report for the year 2009
Review of the President & CEO
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividends
The board of directors proposes to the annual general meeting of shareholders
that based on confirmed balance sheet no dividend be paid for the fiscal year
ended on 31 December 2009.
9. Resolution on the discharge from liability of the members of the board of
directors and the CEO
10. Resolution on the remuneration of the members of the board of directors
Outotec Oyj, who holds over 90% of the votes the company shares give, proposes
to the annual general meeting of shareholders that the following remuneration be
paid to the members of the board of directors to be elected for the past term at
the end of the next annual general meeting of shareholders:
to each member of the board of directors who is not at the service of Outotec
Oyj the company will pay EUR 1.700 per month, and
to the members of the board of directors who are at the service of Outotec Oyj
the company will not pay any remuneration because their participation in the
board of directors of Outotec Oyj's subsidiary belongs to the current terms of
their employment without a separate remuneration from the subsidiary.
The aforementioned shareholder further proposes that
the travelling and accommodation expenses for the members of the board of
directors who are not at the service of Outotec Oyj, be compensated according to
the company's general travel expense compensation practise, and
the travelling and accommodation expenses for the members of the board of
directors who are at the service of Outotec, be not compensated by the company
because Outotec Oyj compensates the travelling and accommodation expenses of
requested business trips according to their travel expense compensation
practise.
11. Resolution on the number of the members of the board of directors
Outotec Oyj proposes to the annual general meeting of shareholders that the
confirmed number of the members of the board of directors be six (6).
12. Election of the members of the board of directors
Outotec Oyj proposes to the annual general meeting of shareholders that to the
board of directors for the term, which ends at the end of the next annual
general meeting of shareholders, be re-elected the following current members of
the board of directors: Mr. Teppo Taberman, Mr. Thomas Franck and Mr. Matti
Ruotsala and that the following new members be elected: Ms. Outi Lampela, Mr.
Vesa-Pekka Takala and Mr. Jari Rosendal.
Furthermore, Outotec Oyj proposes that Mr. Jari Rosendal be elected chairman of
the board of directors of Larox Oyj.
The information regarding the candidates can be found on the company's web
pages. www.larox.com/investors/governance.
13. Resolution on the remuneration of the auditors
Outotec Oyj proposes to the annual general meeting of shareholders that the
remuneration to the auditor be paid based on invoice.
14. Election of auditor
Outotec Oyj proposes to the annual general meeting of shareholders that for the
term which ends at the end of the next annual general meeting of shareholders,
the auditing society KPMG Oy Ab be elected as auditors and Ms. Virpi Halonen
with the main responsibility for the audit.
15. Resolution of the amendment of the auditors
The board of directors proposes to the annual general meeting of shareholders
amendment of Article 10(§10 Summons to a shareholders' meeting) in Articles of
Association to correspond to the amended provisions of Companies Act and to
enable to deliver the notice to a shareholders' meeting by the same means as the
company delivers other information relating to the shareholders' meeting. The
amended Article is as follows:
§10 Notice to a shareholders' meeting
The notice to a shareholders' meeting shall be delivered no earlier than three
(3) months and no later than three (3) weeks before the meeting by publishing
the invitation on the company's website; or if the board of directors so decide,
at the minimum in one (1) newspaper published in Finland. However, the notice
must always be delivered at least nine (9) days prior to the aforesaid date of
record.
In order to be entitled to participate in the shareholders' meeting the
shareholders shall confirm their attendance to the Company at the latest on the
date mentioned in the invitation, which date may not be earlier than ten(10)
days prior to the meeting.
16. Closing of the meeting
B. DOCUMENTS
This invitation to the annual general meeting of shareholders, Larox Group
financial statements, annual report and auditing report as well as other
documents of the annual general meeting required by law will available to the
shareholders three weeks before the meeting at Larox Corporation headquarters at
the minimum on the company's web pages www.larox.com/investors/governance.
Copies of these documents are available to the shareholders on request and they
are also available at the annual general meeting of shareholders. The minutes of
the annual general meeting will be on the company's web pages in two weeks' time
at the latest from the annual general meeting of shareholders.
C. INSTRUCTIONS TO THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS
1. Right to participate and notification
Shareholder, who is registered as shareholders in the shareholders' register
maintained by Euroclear Finland Ltd. on 4 March 2010, has the right to
participate in the annual general meeting of shareholders. The shareholder,
whose shares have been registered on his/her personal Finnish book-entry
account, has been registered in the company's shareholders' register.
Shareholder who wishes to participate in the annual general meeting of
shareholders must notify the company no later than 11 March 2010 at 10.00 a.m.
Notification can be made:
by email to tuula.poutanen@larox.com
by phone +358 20 7687 200 on weekdays between 9 am and 3 pm
by fax +358 20 7687 277
by mail to Larox Corporation/annual general meeting of shareholders; P.O. Box
29, 53101 Lappeenranta, Finland
In connection with the registration, a shareholder shall notify his/her name,
address, possible email address, phone number and name of possible assistant,
proxy representative, or statutory representative. The personal data given to
the company is only used in connection with the annual general meeting and
processing of related registrations.
The shareholder who participates in the annual general meeting of shareholders
has a right to ask questions based on the Companies' Act chapter 5, paragraph
25, regarding matters to be handled in the meeting.
2. Using a representative and powers of attorney
The shareholder has the right to participate in the annual general meeting of
shareholders and use his/her rights through a representative.
The representative must represent a dated power of attorney or otherwise prove
his authorization by reliable means. When the shareholder participates in the
annual general meeting of shareholders by means of several proxy
representatives, who represent the shareholder with shares at different
book-entry accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
annual general meeting of shareholders.
Possible proxy documents should be delivered in originals to the address
mentioned in point 1 before the expiry date for registration.
3. Administratively registered shares
The shareholder of administratively registered shares is advised well in advance
to request necessary instructions regarding the registration in the
shareholders' register, the issuing of proxy documents and registration to the
annul general meeting of shareholders from his/her custodian bank.
The account management organization of the custodian bank will register a holder
of nominee registered shares, who wishes to participate in the annual general
meeting of shareholders, to be temporarily entered in the shareholders' register
of the company on 11 March 2010 at 10.00 am at the latest. Further information
is available on www.larox.com/investors.
4. Other information
Larox Corporation has on the date of this invitation on xx February 2010 a total
of 2.124.000 A-series shares, which represent a total of 42.480.000 votes and
7.301.950 B-series shares, which represent a total of 7.301.950 votes.
Lappeenranta on 9 February 2010
LAROX CORPORATION
Board of Directors
www.larox.com
DISTRIBUTION: Nasdaq OMX Helsinki Ltd., central media
Larox develops, designs and manufactures industrial filters and is a
leading technology company in its field. Larox is a full service solution
provider in filtration for separating solids from liquids. It supplies
comprehensive aftermarket services throughout the lifespan of the Larox
solution. Companies world-wide in mining and metallurgy, chemical processing
and related industries benefit from the Larox technologies. Larox operates
in over 40 countries and has over 600 employees. Larox has production
facilities in Finland and in China, and the Group is headquartered in
Lappeenranta, Finland. Net sales in 2009 totaled 150.2 million euros, of which
more than 93 % were generated by exports and the company's foreign operations.
Larox is a subsidiary of Outotec.