Vaahto Group Plc Oyj Annual General Meeting December 14, 2010
VAAHTO GROUP PLC OYJ STOCK EXCHANGE BULLETIN 14.12.2010 at 15.55
VAAHTO GROUP PLC OYJ ANNUAL GENERAL MEETING DECEMBER 14, 2010
The Annual General Meeting of Vaahto Group Plc Oyj, held December 14, 2010, has decided to accept the Board of Directors’ proposal that no dividend for the fiscal period September 1, 2009 – August 31, 2010 be paid.
In the meeting the company accounts were adopted, the CEO and the members of the Board of Directors were released from liability for the fiscal year.
To the Board of Directors the Annual General Meeting elected:
CPA Corporation Ernst & Young Oy with Panu Juonala, CPA as the chief auditor was elected to act as company’s auditors.
The Annual General Meeting resolved in accordance with the Board of Directors’ proposal on the combination of the company’s two share classes through an amendment to the Articles of Asociation and on the directed free share issue to the holders of class K shares. The amended Articles of Association in their entity are attached.
The Annual General Meeting also resolved in accordance with the Board of Directors’ proposal to authorize the Board to decide on an issue of maximum 300,000 new shares.
All decisions in the meeting were unanimous.
The Board of Directors of Vaahto Group Plc Oyj has December 14, 2010 elected Reijo Järvinen as the Chairman of the Board and Rainer Häggblom as vice-chairman of the Board.
Lahti December 14, 2010
VAAHTO GROUP PLC OYJ
CEO, Vaahto Group Plc Oyj
tel. +358 50 466 1470
Vaahto Group is a globally operating high technology company serving process industry in the fields of pulp and paper machinery and process machinery.
ARTICLES OF ASSOCIATION OF VAAHTO GROUP PLC OYJ
Article 1 The business name of the company is Vaahto Group Plc Oyj, and its domicile is Hollola.
Article 2 The company’s line of business is the metal industry and trade in metal industry products in Finland and abroad. As part of its line of business, the company also attends to the administration and financing of companies belonging to Vaahto Group. The company also handles the organization, financing, accounting, office services, and purchasing and sales functions of Group companies as well as other administration services for the Group. The company may acquire patents and other rights on behalf of the Group and provide consulting services; own and control real estate and shares in real-estate corporations; carry out renting and other leasing operations; and invest its assets in stocks, securities, and other money market instruments. The company may carry out the operations mentioned above either directly or through subsidiaries and affiliated companies.
Article 3 The company’s shares belong to the book-entry system.
Article 4 The company has a Board of Directors that comprises no fewer than three and no more than six members. The term of a Board member ends at the end of the first full Annual General Meeting after the election.
The chairman and vice-chairman of the Board are selected by the Board from among its members. The company’s CEO cannot be chairman of the Board.
Article 5 The company has a CEO, selected by the Board of Directors.
Article 6 The company is represented by the chairman of the Board of Directors and the CEO, both of them together with a Board member.
The Board decides on issuance and cancellation of procurations. Procurations can be issued such that a holder of procuration represents the company alone or jointly with another holder of procuration or a Board member.
Article 7 The company has one auditor, which must be an auditing firm certified by the Central Chamber of Commerce of Finland.
The auditor’s term covers the fiscal year during which the election was held, and the duty ends at the end of the first full Annual General Meeting after said election.
Article 8 The company’s fiscal year ends on September 1 and ends on August 31.
Article 9 According to the Board’s decision, an Annual General Meeting can be held at the company’s domicile, or in Helsinki or Lahti.
A summons to an Annual General Meeting shall be published no earlier than three months and no later than three weeks before the meeting, yet always taking into account the stipulations of the Companies Act concerning the summons dates, on the company’s Web site and in any other manner determined by the Board of Directors.
In order to be able to participate in the Annual General Meeting, a shareholder must register for this within the time mentioned in the summons, which must end no sooner than 10 days before the meeting.
Article 10 The Annual General Meeting must be held no more than six months after the end of the fiscal year.
At the Annual General Meeting,
the following documents must be presented:
1. the financial statements, the consolidated financial statements, and the annual report
2. the auditor’s report
decisions on the following must be made:
3. verification of the financial statements and the consolidated financial statements
4. disposal of the profit shown on the balance sheet
5. discharge of the Board members and the CEO from liability
6. the fees of the Board members and the auditor
7. the number of the Board members
the following officers must be elected:
8. the members of the Board
9. the auditor.