Vaahto Group Plc Oyj’s Annual General Meeting 15.4.2014
Vaahto Group Plc Oyj’s Annual General Meeting was held on Tuesday, April 15, 2014, starting at 13:00 at Sibelius Hall, Ankkurikatu 7, in the city of Lahti, Finland.
INVITATION TO THE ANNUAL GENERAL MEETING
Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General Meeting will be held on Tuesday, April 15, 2014, starting at 13:00 at Sibelius Hall, Ankkurikatu 7, in the city of Lahti, Finland.
A. BUSINESS OF THE ANNUAL GENERAL MEETING
The agenda of the Annual General Meeting is as follows:
1. Opening of the meeting
2. Calling of the meeting to order
3. Election of the persons to confirm the minutes and to supervise the counting of votes
4. Recording of the legal convening of the meeting and establishment of a quorum
5. Recording of the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, consolidated financial statements, review by the Board, and auditor’s report for the January 1, 2013 – December 31, 2013, fiscal year
7. Verification of the financial statements and the consolidated financial statements
8. Resolution on the distribution of the profit shown on the balance sheet and the payment of dividends
The Board proposes to the Annual General Meeting that no dividend be paid for the January 1, 2013 – December 31, 2013, fiscal year. The Board also proposes that the loss for the fiscal year be left in the profit and loss account.
9. Resolution on the discharge of the Board members and the CEO from liability
10. Resolution on the remuneration of the Board members
The Board proposes to the Annual General Meeting that the elected Board members shall receive the following fees as annual compensation: 36,000 euros to the chairman of the Board, 30,000 euros to the deputy chairman of the Board and 22,000 euros to each ordinary Board member.
11. Resolution on the number of Board members
The Board proposes that the Annual General Meeting confirm that the number of Board members be four (4).
12. Election of Board members
Shareholders holding at least ten (10) percent of the total number of votes, as determined by the number of shares, have informed the Board that they intend to nominate as Board members Sami Alatalo, Reijo Järvinen, Topi (Toivo Matti) Karppanen and Mikko Vaahto, for the term expiring at the end of the subsequent Annual General Meeting.
13. Resolution on the remuneration of the auditor
The Board proposes that the remuneration of the auditor be paid according to the invoice.
14. Election of the auditor
The Board proposes that the Annual General Meeting elect as the auditor, to serve until the end of the following Annual General Meeting, the company’s current auditor, public auditing firm Ernst & Young Oy, which has declared that it intends to appoint Erkka Talvinko, CPA, as chief auditor.
15. Ascertaining the financial situation of the company and measures to remedy the financial position of the company
The financial statements of December 31, 2013 include depreciation of 11.1 million euros declared by the company for the subordinated loans granted to its subsidiary Vaahto Paper Technology Ltd. Following the entry, the equity capital of the company is 4.3 million euros negative. The Board of Directors proposes that the Annual General Meeting shall consider the financial situation of the company and considers deciding on possible measures to remedy the financial position of the company.
16. Authorization of the Board of Directors to decide on an issue of shares as well as options and other special rights entitling to shares
The Board proposes that the Annual General Meeting authorize the Board to decide on an issue of new shares as well as option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10,000,000, including shares to be issued based on the special rights.
The authorization entitles the Board to decide on all the terms of the share issue and of the issue of special rights, including the right to deviate from the shareholders’ subscription privilege.
The authorization is proposed to be in effect until May 31, 2015, unless the General Meeting amends or cancels the authorization before that. The authorization does not replace the authorization granted by the Annual General Meeting on April 10, 2013.
17. Closing of the meeting
B. ANNUAL GENERAL MEETING DOCUMENTS
The aforementioned draft resolutions, which are on the agenda of the Annual General Meeting, and this summons to the Annual General Meeting will be available on Vaahto Group Plc Oyj’s Web site at www.vaahto.fi. Vaahto Group Plc Oyj’s annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, will be made available for inspection at the company’s head office in Lahti and on the aforementioned Web site no later than on March 25, 2014. The draft resolutions and the financial statement documents will be available also at the Annual General Meeting, and copies of the draft resolutions and this summons will be sent to the shareholders upon request. The minutes of the Annual General Meeting will be available for inspection on the aforementioned Web site as of April 29, 2014.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING
1. The right to participate and registration
Every shareholder who on April 3, 2014, is registered as a shareholder in the list of shareholders kept by Euroclear Finland Ltd. has the right to participate in the Annual General Meeting. Every shareholder whose shares have been registered in his or her personal book-entry account is registered in the company’s share register.
All shareholders who wish to participate in the Annual General Meeting must register no later than on April 10, 2014, before 16:00. One may register for the Annual General Meeting in any of the following ways:
a) by placing a telephone call to +358 20 1880 511;
c) by sending a letter to the address Vaahto Group Plc Oy, P.O. Box 5, FI-15141 Lahti, Finland. Registration by letter must arrive before the registration deadline mentioned above.
The registration must include the name, identity code, address, and telephone number of the shareholder, as well as the name of the possible assistant. Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used solely in connection with the Annual General Meeting and related, necessary registrations.
In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder attending the Annual General Meeting has the right to ask questions about the matters to be addressed at the meeting.
2. Use of a representative and proxy
Shareholders may participate in the Annual General Meeting and exercise their rights there by proxy. The shareholders’ representatives must present a dated proxy form, or they must show in some other reliable manner that they are entitled to represent the shareholder.
If a shareholder has shares in multiple book-entry accounts, that shareholder may participate in the Annual General Meeting by means of more than one proxy such that the representatives represent the shareholder with different shares in the book-entry accounts. In this case, the shares on whose basis each representative represents the shareholder must be declared upon registration.
We request that you submit any proxy forms, as originals, to the address Vaahto Group Plc Oyj, P.O. Box 5, FI-15141 Lahti, Finland, before the end of the registration period.
3. Owners of nominee-registered shares
Any shareholders whose shares are nominee-registered and who wish to participate in the Annual General Meeting must register temporarily in the company’s share register for participation in the Annual General Meeting. The owner of a nominee-registered share may participate in the Annual General Meeting if he or she is registered in the share register on the basis of share ownership on the Annual General Meeting’s record date, April 3, 2014. Notification concerning temporary registration must be made no later than on April 10, 2014, before 10:00. The registration of the owner of a nominee-registered share in the company’s share register for temporary registration is regarded as registration for the Annual General Meeting. Owners of nominee-registered shares are requested to ask their asset manager for the necessary instructions for registration in the share register, issuing of proxies, and registration for the Annual General Meeting.
4. Other information
On the date of the summons, March 20, 2014, the company has, in total, 3,977,360 shares, conferring, in total, 3,977,360 votes.
In Lahti, on March 20, 2014
VAAHTO GROUP PLC OYJ
Board of Directors
ANNUAL GENERAL MEETING
Time April 15, 2014 at 13:00
Place Sibelius Hall, Ankkurikatu 7, Lahti
Present Shareholders present or represented at the meeting were indicated in the list of votes adopted at the meeting.
Present were also the management of the company and technical personnel.
1. Opening of the meeting
The meeting was opened by the Chairman of the Board of the company, Reijo Järvinen.
2. Calling of the meeting to order
Attorney Johan Aalto was elected as chairman of the meeting. The chairman invited attorney Micaela Thorström to keep the minutes.
The chairman explained the procedures for handling matters on the agenda of the meeting.
3. Election of the persons to confirm the minutes and to supervise the counting of votes
Ilpo Ylikoski and Jouni Lauttalammi were elected to confirm the minutes and to supervise the counting of votes.
4. Recording of the legal convening of the meeting and establishment of a quorum
It was noted that the notice of the meeting has been published in a stock exchange release on March 20, 2014 and it has been available on the company’s website as from the same day.
The notice of the meeting was appended to the minutes as Appendix 1.
It was noted that the meeting had been convened in accordance with the Articles of Association and the Companies Act, and that the meeting was therefore legally convened and constituted a quorum.
5. Recording of the attendance at the meeting and adoption of the list of votes
It was noted that, according to the list of votes, 16 shareholders were present at the beginning of the meeting, either in person or represented by a legal representative or by proxy. According to the list of votes, 4,891,768 shares and votes were represented at the meeting, constituting approximately 81,8 per cent of the company’s shares and votes.
The list of votes was adopted (Appendix 2).
6. Presentation of the financial statements, consolidated financial statements, review by the Board, and auditor’s report for the January 1, 2013 – December 31, 2013, fiscal year
It was noted that, in accordance with the Companies Act, the annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, has been available for inspection by the shareholders at the company’s head office in Lahti as of March 20, 2014, in addition to which it was available on the company’s website and at the Annual General Meeting. The financial statements documents have also, upon request, been sent to shareholders.
The financial statements were discussed.
It was noted that the financial statements and the review by the Board were presented (Appendix 3).
The auditor’s report was presented and appended to the minutes as Appendix 4.
7. Adoption of the financial statements and the consolidated financial statements
It was resolved to adopt the company’s financial statements and the consolidated financial statements for the January 1, 2013 – December 31 2013, fiscal year.
8. Resolution on the distribution of the profit shown on the balance sheet and the payment of dividends
It was resolved, in accordance with the Board’s proposal, that no dividend be paid for the January 1, 2013 – December 31 2013, fiscal year and that the loss for the fiscal year be left in the profit and loss account.
9. Resolution on the discharge of the Board members and the CEO from liability
It was noted that the discharge from liability for the January 1, 2013 – December 31 2013, fiscal year concerned the following persons:
- Reijo Järvinen, the Chairman of the Board;
- Rainer Häggblom, the Deputy Chairman of the Board (until April 10, 2013);
- Sami Alatalo, member of the Board;
- Topi (Toivo Matti) Karppanen, member of the Board;
- Mikko Vaahto, member of the Board; and
- Ari Viinikkala, the CEO.
It was resolved to discharge the Board members and the CEO from liability for the January 1, 2013 – December 31 2013, fiscal year.
10. Resolution on the remuneration of the Board members
It was resolved that the elected Board members shall receive the following fees as annual compensation:
- 36,000 euros to the Chairman of the Board,
- 30,000 euros to the Deputy Chairman of the Board, and
- 22,000 euros to other Board members.
11. Resolution on the number of Board members
It was resolved, in accordance with the Board’s proposal, to confirm the number of Board members as four (4).
12. Election of Board members
It was resolved, in accordance with the proposal included in the notice of the meeting, to elect the following persons as Board members for the term expiring at the closing of the of the subsequent Annual General Meeting: Sami Alatalo, Reijo Järvinen, Topi (Toivo Matti) Karppanen and Mikko Vaahto.
13. Resolution on the remuneration of the auditor
It was resolved, in accordance with the Board’s proposal that the remuneration of the auditor be paid according to the invoice.
14. Election of the auditor
It was resolved, in accordance with the Board’s proposal, to elect as the auditor public auditing firm Ernst & Young Oy for the term expiring at the closing of the of the first subsequent Annual General Meeting following the election.
15. Ascertaining the financial situation of the company and measures to remedy the financial position of the company
It was noted that the financial statements of December 31, 2013 include the depreciation declared by the company for the subordinated loans granted to its subsidiary Vaahto Paper Technology Ltd. Following the entry, the equity capital of the company is negative.
The Chairman of the Board of Directors, Reijo Järvinen clarified the financial situation of the company to the General Meeting and presented the measures to remedy the financial position of the company.
16. Authorization of the Board of Directors to decide on an issue of shares as well as options and other special rights entitling to shares
It was resolved, in accordance with the Board’s proposal (Appendix 5), to authorize the Board to decide an issue of new shares as well as option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10,000,000, including shares to be issued based on the special rights.
The authorization is in effect until May 31, 2015, unless the General Meeting amends or cancels the authorization before that. The authorization does not replace the authorization granted by the Annual General Meeting on April 10, 2013.
It was further noted that the authorization granted by the Annual General Meeting on April 10, 2013 has been fully used.
17. Closing of the meeting
It was noted that all the shareholders that were present supported the resolutions made at the meeting, unless stated otherwise in the minutes.
It was noted that the minutes of the Annual General Meeting will, in accordance with the Companies Act, be available for inspection on the company’s website as from April 29, 2014 at the latest.
The chairman closed the meeting at 1.45 pm.
In fidem
MICAELA THORSTRÖM
Micaela Thorström
secretary
Approved
JOHAN AALTO
Johan Aalto
chairman
ILPO YLIKOSKI
Ilpo Ylikoski
examiner of the minutes
JOUNI LAUTTALAMMI
Jouni Lauttalammi
examiner of the minutes
Appendices
Appendix 1 Notice of the meeting
Appendix 2 List of votes
Appendix 3 Financial statements and review by the Board
Appendix 4 Auditor’s report
Appendix 5 Proposals to the Annual General Meeting
INVITATION TO THE ANNUAL GENERAL MEETING
Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General Meeting will be held on Tuesday, April 15, 2014, starting at 13:00 at Sibelius Hall, Ankkurikatu 7, in the city of Lahti, Finland.
A. BUSINESS OF THE ANNUAL GENERAL MEETING
The agenda of the Annual General Meeting is as follows:
1. Opening of the meeting
2. Calling of the meeting to order
3. Election of the persons to confirm the minutes and to supervise the counting of votes
4. Recording of the legal convening of the meeting and establishment of a quorum
5. Recording of the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, consolidated financial statements, review by the Board, and auditor’s report for the January 1, 2013 – December 31, 2013, fiscal year
7. Verification of the financial statements and the consolidated financial statements
8. Resolution on the distribution of the profit shown on the balance sheet and the payment of dividends
The Board proposes to the Annual General Meeting that no dividend be paid for the January 1, 2013 – December 31, 2013, fiscal year. The Board also proposes that the loss for the fiscal year be left in the profit and loss account.
9. Resolution on the discharge of the Board members and the CEO from liability
10. Resolution on the remuneration of the Board members
The Board proposes to the Annual General Meeting that the elected Board members shall receive the following fees as annual compensation: 36,000 euros to the chairman of the Board, 30,000 euros to the deputy chairman of the Board and 22,000 euros to each ordinary Board member.
11. Resolution on the number of Board members
The Board proposes that the Annual General Meeting confirm that the number of Board members be four (4).
12. Election of Board members
Shareholders holding at least ten (10) percent of the total number of votes, as determined by the number of shares, have informed the Board that they intend to nominate as Board members Sami Alatalo, Reijo Järvinen, Topi (Toivo Matti) Karppanen and Mikko Vaahto, for the term expiring at the end of the subsequent Annual General Meeting.
13. Resolution on the remuneration of the auditor
The Board proposes that the remuneration of the auditor be paid according to the invoice.
14. Election of the auditor
The Board proposes that the Annual General Meeting elect as the auditor, to serve until the end of the following Annual General Meeting, the company’s current auditor, public auditing firm Ernst & Young Oy, which has declared that it intends to appoint Erkka Talvinko, CPA, as chief auditor.
15. Ascertaining the financial situation of the company and measures to remedy the financial position of the company
The financial statements of December 31, 2013 include depreciation of 11.1 million euros declared by the company for the subordinated loans granted to its subsidiary Vaahto Paper Technology Ltd. Following the entry, the equity capital of the company is 4.3 million euros negative. The Board of Directors proposes that the Annual General Meeting shall consider the financial situation of the company and considers deciding on possible measures to remedy the financial position of the company.
16. Authorization of the Board of Directors to decide on an issue of shares as well as options and other special rights entitling to shares
The Board proposes that the Annual General Meeting authorize the Board to decide on an issue of new shares as well as option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10,000,000, including shares to be issued based on the special rights.
The authorization entitles the Board to decide on all the terms of the share issue and of the issue of special rights, including the right to deviate from the shareholders’ subscription privilege.
The authorization is proposed to be in effect until May 31, 2015, unless the General Meeting amends or cancels the authorization before that. The authorization does not replace the authorization granted by the Annual General Meeting on April 10, 2013.
17. Closing of the meeting
B. ANNUAL GENERAL MEETING DOCUMENTS
The aforementioned draft resolutions, which are on the agenda of the Annual General Meeting, and this summons to the Annual General Meeting will be available on Vaahto Group Plc Oyj’s Web site at www.vaahto.fi. Vaahto Group Plc Oyj’s annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, will be made available for inspection at the company’s head office in Lahti and on the aforementioned Web site no later than on March 25, 2014. The draft resolutions and the financial statement documents will be available also at the Annual General Meeting, and copies of the draft resolutions and this summons will be sent to the shareholders upon request. The minutes of the Annual General Meeting will be available for inspection on the aforementioned Web site as of April 29, 2014.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING
1. The right to participate and registration
Every shareholder who on April 3, 2014, is registered as a shareholder in the list of shareholders kept by Euroclear Finland Ltd. has the right to participate in the Annual General Meeting. Every shareholder whose shares have been registered in his or her personal book-entry account is registered in the company’s share register.
All shareholders who wish to participate in the Annual General Meeting must register no later than on April 10, 2014, before 16:00. One may register for the Annual General Meeting in any of the following ways:
a) by placing a telephone call to +358 20 1880 511;
c) by sending a letter to the address Vaahto Group Plc Oy, P.O. Box 5, FI-15141 Lahti, Finland. Registration by letter must arrive before the registration deadline mentioned above.
The registration must include the name, identity code, address, and telephone number of the shareholder, as well as the name of the possible assistant. Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used solely in connection with the Annual General Meeting and related, necessary registrations.
In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder attending the Annual General Meeting has the right to ask questions about the matters to be addressed at the meeting.
2. Use of a representative and proxy
Shareholders may participate in the Annual General Meeting and exercise their rights there by proxy. The shareholders’ representatives must present a dated proxy form, or they must show in some other reliable manner that they are entitled to represent the shareholder.
If a shareholder has shares in multiple book-entry accounts, that shareholder may participate in the Annual General Meeting by means of more than one proxy such that the representatives represent the shareholder with different shares in the book-entry accounts. In this case, the shares on whose basis each representative represents the shareholder must be declared upon registration.
We request that you submit any proxy forms, as originals, to the address Vaahto Group Plc Oyj, P.O. Box 5, FI-15141 Lahti, Finland, before the end of the registration period.
3. Owners of nominee-registered shares
Any shareholders whose shares are nominee-registered and who wish to participate in the Annual General Meeting must register temporarily in the company’s share register for participation in the Annual General Meeting. The owner of a nominee-registered share may participate in the Annual General Meeting if he or she is registered in the share register on the basis of share ownership on the Annual General Meeting’s record date, April 3, 2014. Notification concerning temporary registration must be made no later than on April 10, 2014, before 10:00. The registration of the owner of a nominee-registered share in the company’s share register for temporary registration is regarded as registration for the Annual General Meeting. Owners of nominee-registered shares are requested to ask their asset manager for the necessary instructions for registration in the share register, issuing of proxies, and registration for the Annual General Meeting.
4. Other information
On the date of the summons, March 20, 2014, the company has, in total, 3,977,360 shares, conferring, in total, 3,977,360 votes.
In Lahti, on March 20, 2014
VAAHTO GROUP PLC OYJ
Board of Directors
VAAHTO GROUP PLC OYJ ANNUAL GENERAL MEETING 15.4.2014 |
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LIST OF VOTES |
|||||
| Number | Name | Shares | Shares | Shares | Votes |
| WAT1V | WAT1VN0114 | Total | Total | ||
| 90 | Hymy Lahtinen Oy | 213 850 | 213 850 | 213 850 | |
| as proxy representative Seppälä Markku | |||||
| 146 | Keskinäinen Vakuutusyhtiö Fennia | 72 000 | 72 000 | 72 000 | |
| as proxy representative Jouni Lauttalammi | |||||
| 145 | Keskinäinen työeläkevakuutusyhtiö Varma | 120 640 | 120 640 | 120 640 | |
| as proxy representative Erkki Pekkarinen | |||||
| 153 | Kinnunen Jukka-Pekka | 100 | 100 | 100 | |
| 162 | Koivisto Ritva | 62 | 62 | 62 | |
| 198 | Laakkonen Hannu | 95 000 | 1 000 000 | 1 095 000 | 1 095 000 |
| as proxy representative Juha Mäkihonko | |||||
| 199 | Laakkonen Mikko | 669 375 | 1 000 000 | 1 669 375 | 1 669 375 |
| 200 | Laakkonen-Mäkihonko Päivi | 50 000 | 50 000 | 50 000 | |
| as proxy representative Juha Mäkihonko | |||||
| 201 | Laakkosen Arvopaperi Oy | 39580 | 39 580 | 39 580 | |
| as proxy representative Mikko Laakkonen | |||||
| 253 | Lutosa Oy | 16 891 | 16 891 | 16 891 | |
| as proxy representative Vaahto Mikko | |||||
| 292 | Mäkihonko Juha | 72 800 | 72 800 | 72 800 | |
| 471 | Vaahto Antti | 530 649 | 530 649 | 530 649 | |
| 474 | Vaahto Ilkka | 453 985 | 453 985 | 453 985 | |
| 475 | Vaahto Jukka | 100 | 100 | 100 | |
| 476 | Vaahto Mikko | 546 248 | 546 248 | 546 248 | |
| 477 | Vaahto Ria | 7 488 | 7 488 | 7 488 | |
| as proxy representative Antti Vaahto | |||||
| 511 | Ylikoski Ilpo | 3 000 | 3 000 | 3 000 | |
| In the meeting total | 2 891 768 | 2 000 000 | 4 891 768 | 4 891 768 | |
| 81,8 % | 81,8 % | ||||
| In the company total | 5 977 360 | 5 977 360 | |||
VAAHTO GROUP PLC OYJ AUDITOR’S REPORT FROM THE FISCAL YEAR 1 JANUARY – 31 DECEMBER 2013
Vaahto Group’s auditor’s has given today the auditor’s report of Vaahto Group’s financial statements at 31.12.2013. In addition to the standardized report the auditors wanted to draw attention to the issues described in the report of the Board of Directors and in paragraph 28 of notes to financial statements of the company’s liquidity and liabilities. The company estimates that the group’s working capital in closing date is sufficient to the needs of the following twelve months, provided that the group achieves the forecasted financial targets and the short-term financing can be rearranged. According to the auditors these factors, together with other issues mentioned in the report of the Board of Directors and the notes to the financial statements show material uncertainty, which may challenge the company’s going concern assumption.
AUDITOR’S REPORT (Translation)
To the Annual General Meeting of Vaahto Group Plc Oyj
We have audited the accounting records, the financial statements, the report of the Board of Directors, and the administration of Vaahto Group Plc Oyj for the year ended on 31 December, 2013. The financial statements comprise the consolidated statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows, and notes to the consolidated financial statements, as well as the parent company’s balance sheet, income statement, statement of cash flows and notes to the financial statements.
Responsibility of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, as well as for the preparation of financial statements and the report of the Board of Directors that give a true and fair view in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The Board of Directors is responsible for the appropriate arrangement of the control of the company’s accounts and finances, and the Managing Director shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements, on the consolidated financial statements and on the report of the Board of Directors based on our audit. The Auditing Act requires that we comply with the requirements of professional ethics. We conducted our audit in accordance with good auditing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the report of the Board of Directors are free from material misstatement, and whether the members of the Board of Directors of the parent company and the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or have violated the Limited Liability Companies Act or the articles of association of the company.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the report of the Board of Directors. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements and report of the Board of Directors that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the report of the Board of Directors.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion on the consolidated financial statements
In our opinion, the consolidated financial statements give a true and fair view of the financial position, financial performance, and cash flows of the group in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
Opinion on the company’s financial statements and the report of the Board of Directors
In our opinion, the financial statements and the report of the Board of Directors give a true and fair view of both the consolidated and the parent company’s financial performance and financial position in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the information in the financial statements.
Additional information relating to emphasizing of a certain issue
We want to draw attention to the issues described in the report of the Board of Directors and in paragraph 28 of notes to financial statements of the company’s liquidity and liabilities. The company estimates that the group’s working capital in closing date is sufficient to the needs of the following twelve months, provided that the group achieves the forecasted financial targets and the short-term financing can be rearranged. These factors, together with other issues mentioned in the report of the Board of Directors and the notes to the financial statements show material uncertainty, which may challenge the company’s going concern assumption. Our statement has not been adapted regarding this matter.
Lahti, 5.3.2014
Ernst & Young Oy
Authorized Public Accountant Firm
Panu Juonala
Authorized Public Accountant
PROPOSALS FOR THE ANNUAL GENERAL MEETING TO BE CONVENED On APRIL 15, 2014
1. Resolution on the distribution of the profit shown on the balance sheet and the payment of dividends
The Board proposes to the Annual General Meeting that no dividend be paid for the January 1, 2013 – December 31, 2013, fiscal year. The Board also proposes that the loss for the fiscal year be left in the profit and loss account.
2. Resolution on the remuneration of the Board members
The Board proposes to the Annual General Meeting that the elected Board members shall receive the following fees as annual compensation: 36,000 euros to the chairman of the Board, 30,000 euros to the deputy chairman of the Board and 22,000 euros to each ordinary Board member.
3. Resolution on the number of Board members
The Board proposes that the Annual General Meeting confirm that the number of Board members be four (4).
4. Election of Board members
Shareholders holding at least ten (10) percent of the total number of votes, as determined by the number of shares, have informed the Board that they intend to nominate as Board members Sami Alatalo, Reijo Järvinen, Topi (Toivo Matti) Karppanen and Mikko Vaahto, for the term expiring at the end of the subsequent Annual General Meeting.
5. Resolution on the remuneration of the auditor
The Board proposes that the remuneration of the auditor be paid according to the invoice.
6. Election of the auditor
The Board proposes that the Annual General Meeting elect as the auditor, to serve until the end of the following Annual General Meeting, the company’s current auditor, public auditing firm Ernst & Young Oy, which has declared that it intends to appoint Erkka Talvinko, CPA, as chief auditor.
7. Ascertaining the financial situations of the company and measures to remedy the financial position of the company
The financial statements of December 31, 2013 include depreciation of 11.1 million euros declared by the company for the subordinated loans granted to its subsidiary Vaahto Paper Technology Ltd. Following the entry, the equity capital of the company is 4.3 million euros negative. The Board of Directors proposes that the Annual General Meeting shall consider the financial situation of the company and consider deciding on possible measures to remedy the financial position of the company.
8. Authorization of the Board of Directors to decide on an issue of shares as well as options and other special rights entitling to shares
The Board proposes that the Annual General Meeting authorize the Board to decide on an issue of new shares as well as option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10,000,000, including shares to be issued based on the special rights.
The authorization entitles the Board to decide on all the terms of the share issue and of the issue of special rights, including the right to deviate from the shareholders’ subscription privilege.
The authorization is proposed to be in effect until May 31, 2015, unless the General Meeting amends or cancels the authorization before that. The authorization does not replace the authorization granted by the Annual General Meeting on April 10, 2013.