THE ANNUAL GENERAL MEETING OF PLC UUTECHNIC GROUP OYJ HELD ON APRIL 28, 2016
The Annual General Meeting of Plc Uutechnic Group Oyj, held on April 28, 2016, has decided to accept the Board of Directors’ proposal that no dividend for the fiscal period January 1, – December 31, 2015 be paid.
In the meeting the financial statements of the company were approved and the CEOs and the members of the Board of Directors were released from liability for the fiscal period January 1, – December 31, 2015.
To the Board of Directors the Annual General Meeting elected Jouko Peräaho and Sami Alatalo to continue as board members and Hannu Kottonen and Kristiina Lagerstedt as new members. The new members are independent from the notable shareholders of the Company and the Company itself. The Authorized Public Accountant Company Ernst & Young Oy with Osmo Valovirta, Authorized Public Accountant, as the responsible auditor, was elected to act as company’s auditor.
The Annual General Meeting resolved in accordance with the Board of Directors’ proposal to authorize the Board to decide on an issue of maximum 10,000,000 new shares and/or special rights to shares. Out of the aforementioned shares and other special rights no more than 1,000,000 shares can be directed to Company’s employees and members of the Board.
The amendments to the sections 2 and 9 in the corporate charter were approved as the proposed by the board. The amendments concern industry classification and the location of general meeting.
The Board of Directors of Plc Uutechnic Group Oyj on April 28, 2016 has elected Jouko Peräaho as the Chairman of the Board and Sami Alatalo as the vice-chairman of the Board. The position of the Chairman is full-time.
- Opening of the meeting
- Calling the meeting to order
- Election of the persons to confirm the minutes and to supervise the counting of votes
- Recording of the legal convening of the meeting and establishment of a quorum
- Recording of the attendance at the meeting and adoption of the list of votes
- Presentation of the financial statements, consolidated financial statements, review by the Board, and auditor’s report for the January 1, 2015 – December 31, 2015, fiscal year
- Verification of the financial statements and the consolidated financial statements
- 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 is paid for the January 1, 2015 – December 31, 2015, fiscal year. The Board also proposes that the profit for the fiscal year is left in the profit and loss account.
- Resolution on the discharge of the Board members and the CEO from liability
- Resolution on the remuneration of the Board members
- Shareholders who collectively own 38,58 % of the Company’s shares and votes have brought forward to the Board that they are proposing the elected Board members to be paid during their next term as follows: 36 000 euros to the Chairman of the Board (same as in 2015), 36 000 euros to the Deputy Chairman of the Board (30 000 in 2015) and 22 000 to other members of the Board (same as in 2015). In addition to the yearly remuneration, no other remuneration is provided to the members of the Board (i.e. attendance allowance).The same group of shareholders propose also that if a member of the Board or the Chairman of the Board is a full-time employee for the Company this person cannot receive remuneration set for these positions in the Board.Furthermore the same group of shareholders propose, that if Jouko Peräaho is elected as the Chairman of the Board, this post will be a full-time position, and that the Chairman of the Board as a full-time position will be paid 14,000 euros per month starting May 1, 2016. In addition, the same group of shareholders propose that Jouko Peräaho’s election as the Chairman of the Board will last until the next Annual General Meeting.
- Resolution on the number of Board members
- Shareholders who collectively own 35.58% of the Company’s shares and votes have brought forward to the Board that they are proposing 4 members to be elected as part of the Board.
- Election of Board members
- Shareholders who collectively own 38,58% of the Company’s shares and votes have brought forward to the Board that they intend to nominate Jouko Peräaho and Sami Alatalo to be re-elected to the Board. From the existing members of the Board, Timo Lindström has announced to leave the Board. Timo Lindström will continue his work as the group’s technical director.The same group of shareholders also propose that Hannu Kottonen and Kristiina Lagerstedt (independent from the notable shareholders of the Company and the Company itself) will be elected as a new members to the Board.All of the persons proposed to the Board have given their assent. New persons proposed to the Board have been introduced in the Company website on www.uutechnicgroup.fi/Investors/Shareholders’ Meeting/Annual General Meeting 28.4.2016.All of the proposed Board members have informed the Company that if they are elected, they will elect Jouko Peräaho as the Chairman of the Board and Sami Alatalo as the Deputy Chairman of the Board.
- Resolution on the remuneration of the auditor
- The Board proposes that the remuneration of the auditor be paid according to the invoice.
- 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 Osmo Valovirta, CPA, as chief auditor.
- Authorization of the Board to decide on an issue of shares as well as 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 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.Out of the aforementioned shares and other special rights no more than 1 000 000 shares can be channeled to Company’s employees and members of the Board, including shares distributed according to the special rights. Out of these shares, including the shares distributed according to the special rights, no more than 200 000 shares can be channeled to the members of the Board. The subscription price of the shares to the groups employees and members of the Board has to be at least the market value of the Company’s share applies with a 10 % discount, and when subscribed based on the aforementioned special rights the subscription price should be at least the market value of the Company’s share. The market price of the Company’s share is the average trading market price in the Nasdaq Helsinki stock exchange calculated for the calendar month preceding the share or special rights issuance decision.The authorization entitles the Board to decide about every other share and special rights offerings’ terms, including the right to deviate from the right of pre-emption of shareholders.The authorization is proposed to last until the next Annual General Meeting, unless the General Meeting decides to change or cancel the authorization prior this date. This authorization revokes all the other unused share issuance authorizations that has been given prior to this.
- Changing of the corporate charter
- The Board proposes changing the sections 2 and 9 in the corporate charter.Section 2, concerning the Company’s field of business, is proposed to be changed so that the reference to Vaahto Group is removed from the definition of the Group. The proposed section 2 would be as follows: “Company’s field of business also includes administrative and financial responsibilities concerning the Group companies.”Section 9 is proposed to be changed so that the General Meetings can be held in the Company’s place of domicile or in Helsinki.
- Closing of the meeting
ANNUAL GENERAL MEETING DOCUMENTS
The aforementioned draft resolutions, which are on the agenda of the Annual Generla Meeting, and this summons to the Annual General Meeting will be available on Untechnical Group Oyj’s website at www.uutechnicgroup.fi. Uutechnic Group 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 and on the aforementioned Web site no later than on April 7, 2016. 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 May 5, 2016.
INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING
1. Right to participate and registration
Every shareholder who on April 18, 2016, 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 21, 2016, before 16:00. One may register for the Annual General Meeting in any of the following ways:
a) by placing a telephone call to +358 400 613 896;
c) by sending a letter to the address Plc Uutechnic Group Oyj, P.O. Box 12, FI-68601 Pietarsaari, 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 Plc Uutechnic 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 Plc Uutechnic Group Oyj, P.O. Box 12, FI-68601 Pietarsaari, 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 18, 2016. Notification concerning temporary registration must be made no later than on April 25, 2016, 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, April 7, 2016, the company has, in total, 55,963,210 shares, conferring, in total, 55,963,210 votes.
In Uusikaupunki, on April 7, 2016
PLC UUTECHNIC GROUP OYJ
The Board of Directors
Members to be nominated to the Board of Directors
Plc Uutechnic Group Oyj, presentation of the member to be nominated to the Board of Directors, Hannu Kottonen
Sc. (Econ.), Hannu Kottonen (b. 1957) has been the CEO of HKScan Group 3/2012-1/2016 and prior that 10/2006-2/2012 CEO of Metsä Tissue Plc. Earlier 1/2004-10/2006 he was leading M-Real Plc’s (today Metsä Board Plc) Consumer Packaging Division and from 1983 onwards he held several senior management positions in Huhtamäki Group e.g. heading the Fresh Foods Packaging Division and CFO.
Mr. Kottonen is a Board member in Swedish ÅR Packaging Group AB and he has earlier had several positions of trust in both Finnish and European Industry Federations and board memberships in subsidiaries and associated companies in multiple countries.
Hannu Kottonen is independent of the Company and its significant shareholders.
Plc Uutechnic Group Oyj, presentation of the member to be nominated to the Board of Directors, Kristiina Lagerstedt
M.Sc. (Econ.), Kristiina Lagerstedt (b. 1973) is VP, Audit & Assurance of Sanoma Group since 1/2014. In this role she is responsible of Internal Audit, Risk Management and Internal Controls. Kristiina worked at Nokia Group during 2004 to 2014 as Head of Internal audit as well as in the Mergers & Acquisitions team. During 1997 to 2004 she held diverse positions at EY and Deloitte.
Kristiina Lagerstedt is a Board member in ECIIA (The European Confederation of Institutes of Internal Auditing) representing about 46.000 internal auditors in Europe. She is also a member of Professional Issues Committee at IIA Global.
Kristiina Lagerstedt is independent of the Company and its significant shareholders.
Minutes of the Meeting
- You can download Minutes of the Meeting here
Appendix, List of Votes
- You can download list of votes here
Appendix, Auditors Report
- You can download Auditors Report here
PROPOSALS FOR THE ANNUAL GENERAL MEETING TO BE CONVENED On APRIL 28, 2016
- You can download the Proposals here