Invitation to the Annual General Meeting of Vaahto Group Plc Oyj 14.12.2010
VAAHTO GROUP PLC OYJ STOCK EXCHANGE RELEASE 16.11.2010 at 14.30
INVITATION TO THE ANNUAL GENERAL MEETING OF VAAHTO GROUP PLC OYJ 14.12.2010
Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General Meeting will be held on Tuesday, December 14, 2010, starting at 13.00 at Sibelius Hall, Ankkurikatu 7, in the city of Lahti.
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 September 1, 2009 – August 31, 2010, 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 dividends be paid for the September 1, 2009 – August 31, 2010, 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
11. Resolution on the number of Board members
The Board proposes that the Annual General Meeting confirm that the number of Board members be five (5).
12. Election of Board members
Shareholders holding at least 10 (ten) 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 Rainer Häggblom, Reijo Järvinen, Topi (Toivo Matti) Karppanen, Antti Vaahto 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 handled 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 Panu Juonala, CPA, as chief auditor.
15. Proposal for combination of the share classes through an amendment to the Articles of Association and a related free share issue
The Board proposes to the Annual General Meeting that the company’s two share classes be combined such that the company will have only one share class after the combination. Each share would confer one vote on its holder and entail equal rights in all other respects, too. Combination of the share classes involves a directed free share issue to owners of K-class shares and amendment of the Articles of Association. The Board’s proposals, which are detailed below, constitute a whole that requires approval of all of its parts.
Combination of the share classes and the related directed free share issue will clarify the company’s ownership structure and unify the rights related to company shares. The arrangement is expected to add to the interest shown in the company’s shares and increase the company’s share-related liquidity. We also believe that clarification of the ownership structure will improve the possibilities for using the company’s share capital in the acquisition of financing.
Shareholders who represent more than two thirds of the company’s class-A shares and shareholders who represent more than two thirds of the company’s class-K shares have reported, in writing, that they support this proposal of the Board and intend to vote for it.
The Board of Directors has acquired a statement (a so-called fairness opinion) from Advium Corporate Finance Oy specifying that the ratio of the share class combination is financially fair for the owners of the company’s class-A and class-K shares. The company’s auditor, public auditing firm Ernst & Young, has issued a statement saying that the grounds for deviation from the shareholders’ privilege in the directed free share issue are in accordance with the Companies Act.
The Board makes the following proposal to the Annual General Meeting:
Combination of the share classes
The Board proposes to the Annual General Meeting that the company’s share classes be combined such that provisions in the Articles of Association concerning the share classes shall be removed in the manner described below. After the combination of the share classes, the company will have only one class of shares, with each share conferring one vote and all conferring equal rights on the holder. The record date for the combination of the share classes is December 17, 2010. Shares converted in connection with the combination of the share classes will be entered in the book-entry system, and an application will be made to have the shares publicly traded on or around December 21, 2010. Combination of the share classes as decided upon by the Annual General Meeting does not require any further action on the part of the shareholders.
A directed free share issue
The Board proposes that, with regard to the combination of the share classes, a free share issue be directed at the owners of the class-K shares such that, in deviation from the shareholders’ privilege, two (2) new shares shall be given, free of charge, to the holders of class-K shares for every 25 (twenty-five) class-K shares they own. On the basis of the combination of the share classes and the directed free share issue, ownership of 25 (twenty-five) class-K shares shall be converted to ownership of 27 (twenty-seven) shares in the company.
The right to receive new shares shall belong to such owners of class-K shares as own a class-K share on the record date. The new shares will be distributed to the owners of class-K shares in proportion to their ownership and registered directly in the appropriate book-entry account on the basis of the information on the record date and in accordance with the regulations and practices observed in the book-entry system.
Insofar as the number of class-K shares owned by a holder of such shares is not divisible by 25 (twenty-five), the shares constituted on the basis of the remainders will be issued for sale, in the manner determined specifically by the Board of Directors and in accordance with an agreement between the company and Nordea Pankki Suomi Oyj, on behalf of those holders of class-K shares whose number of class-K shares is not divisible by 25 (twenty‑five). The directed free share issue authorized by the Annual General Meeting does not require any further action on the part of the shareholders.
No more than 113,564 (one hundred thirteen thousand, five hundred sixty-four) new shares will be issued in the directed free share issue. The new shares will confer rights on shareholders from the moment of registration in the Trade Register. The Board of Directors is entitled to decide on the terms and practical matters related to the directed free share issue.
Amendments to the Articles of Association
The Board proposes that the Annual General Meeting decide to remove the provisions concerning different classes of shares from Article 3 of the Articles of Association.
16. Authorization of the Board of Directors to decide on a share issue
The Board of Directors proposes that the Annual General Meeting authorize the Board to decide on an issue of new shares in one or several lots, either for a fee or free of charge. The number of new shares issued would be no more than 300,000 (three hundred thousand). The maximum number for the proposed authorization concerning the shares corresponds roughly to 10 (ten) percent of the total number of shares in the company after the combination of share classes A and K.
The authorization entitles the Board to decide on all the terms of the share issue, including the right to deviate from the shareholders’ subscription privilege.
The authorization is proposed to be in effect until December 31, 2011, unless the Annual General Meeting amends or cancels the authorization before that.
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.vaahtogroup.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 November 23, 2010. 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 on December 28, 2010.
C. INSTRUCTIONS FOR PARTICIPANTS in the MEETING
1. The right to participate and registration
Every shareholder who on December 1, 2010, 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 December 9, 2010, before 4:00pm. One may register for the Annual General Meeting in any of the following ways:
a) by placing a telephone call to +358 20 1880 355
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 assistant, if any. Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used only 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, December 1, 2010. Notification concerning temporary registration must be made no later than on December 9, 2010, before 10:00am. 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, November 16, 2010, the company has, in total, 1,452,751 (one million, four hundred fifty-two thousand, seven hundred fifty-one) class-A shares, conferring, in total, that same number of votes at the Annual General Meeting, and 1,419,551 (one million, four hundred nineteen thousand, five hundred fifty-one) class-K shares, which, in sum, confer on their holders, in total, 28,391,020 (twenty-eight million, three hundred ninety-one thousand, twenty) votes at the AGM. In all, on the date of the summons, the company has 2,872,302 (two million, eight hundred seventy-two thousand, three hundred two) shares, conferring, in total, 29,843,771 (twenty-nine million, eight hundred forty-three thousand, seven hundred seventy-one) votes.
In Lahti, on November 16, 2010
VAAHTO GROUP PLC OYJ
Board of Directors