OKMETIC OYJ STOCK EXCHANGE RELEASE 1 APRIL 2016 AT 11.45 A.M.
AMENDMENTS FOR THE PROPOSALS OF OKMETIC'S ANNUAL GENERAL MEETING TO BE HELD ON 7 APRIL 2016
Okmetic Oyj has today announced it has entered into a Combination Agreement pursuant to which National Silicon Industry Group (NSIG), either directly or through a wholly-owned subsidiary of NSIG, will make 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 (the "Tender Offer"). In the Combination Agreement it has been agreed that the board of directors of Okmetic Oyj can propose a dividend of 0.65 euro per share to be declared by Okmetic's annual general meeting to be held on 7 April 2016. The dividend of 0.65 euro per share shall not reduce the price offered for the shares in the Tender Offer.
The board of directors of Okmetic Oyj has decided to change the proposal for the distribution of profit included in the AGM notice published on 18 February 2016. The board of directors proposes to the annual general meeting to be held on 7 April 2016 that a dividend of 0.65 euro per share will be paid for the financial year 2015 (total of 11.0 million euro). The earlier proposal for a dividend was 0.45 euro per share (total of 7.6 million euro).
In addition, the board of directors has been informed that shareholders, who represent more than 25 percent (10% more than in the earlier proposal) of all shares and votes of the company, propose that the remuneration to the members of the board shall be paid in cash. According to the earlier proposal, annual remuneration was supposed to be paid in the company's own shares, and in cash for the part of taxes.
Also, the board of directors has been informed that shareholders, who represent more than 25 percent (10% more than in the earlier proposal) of all shares and votes of the company, propose that five members shall be appointed to the board and that Mr. Jan Lång, Mr. Hannu Martola, Ms. Riitta Mynttinen, Mr. Mikko Puolakka and Mr. Henri Österlund shall be re-elected as board members. According to the earlier proposal, six persons were supposed to be appointed to the board and Mr. Wolfgang Fey was supposed to be elected as a new board member in addition to above-mentioned re-elected members.
The board of directors has also decided to cancel its proposal regarding the payment of additional dividend; the authorisation of the board of directors to decide on the repurchase and/or the acceptance as pledge of the company's own shares; the authorisation of the board of directors to decide on the issuance of shares, the transfer of the company's own shares and the issuance of special rights entitling to shares as well as the establishment of shareholders' nomination board.
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.
HUG#1999686
