Invitation to the Annual General Meeting
VAAHTO GROUP PLC OYJ STOCK EXCHANGE RELEASE 20.2013 at 17:00
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
Vesa Alatalo, CEO, Vaahto Group Plc Oyj, Tel. +358 40 7268923
Reijo Järvinen, Chariman of the Board, Vaahto Group Plc Oyj +358 400-715968