Notice to P? PLC's Annual General Meeting
(Thomson Reuters ONE) - P?RY PLC Company Announcement 2 February 2010 at 9.00 a.m.Notice is given to the shareholders of P? PLC to the Annual General Meetingto be held on Thursday, 11 March 2010 at 4.00 p.m. at Hall A in the FinlandiaHall, Mannerheimintie 13 e, 00100 Helsinki, Finland (entrances M1 and K1). Thereception of persons who have registered for the meeting and the distribution ofvoting tickets will commence at 3.00 p.m.A. Matters on the agenda of the General MeetingAt the General Meeting, the following matters will be considered:1. Opening of the meeting2. Calling the meeting to order3. Election of persons to scrutinise the minutes and to supervise the countingof votes4. Recording the legality of the meeting5. Recording the attendance at the meeting and adoption of the list of votes6. Presentation of the annual accounts, the report of the Board of Directors andthe auditor's report for the year 2009Review by the President and CEO7. Adoption of the annual accounts8. Resolution on the use of the profit shown on the balance sheet and thepayment of dividendThe Board of Directors proposes to the General Meeting that a dividend of EUR0.10 per share be distributed for the year 2009. The Board of Directors proposesthat the dividend be paid on 23 March 2010. The dividend is payable toshareholders entered into the shareholder register maintained by EuroclearFinland Ltd. on the record date determined by the Board of Directors, 16 March2010.9. Resolution on the discharge of the members of the Board of Directors and thePresident and CEO from liability10. Resolution on the remuneration of the members of the Board of DirectorsThe Nomination and Compensation Committee of the Board of Directors proposesthat the annual fees for the members of the Board of Directors for the termuntil the close of the following Annual General Meeting be EUR 40 000 for amember, EUR 50 000 for the Vice Chairman and EUR 60 000 for the Chairman of theBoard, and the annual fee for the members of the committees of the Board ofDirectors be EUR 15 000. In addition, the Committee proposes that the Meetingauthorise the Board of Directors to resolve on an additional fee of not morethan EUR 15 000 per annum for each of the foreign residents of the Board ofDirectors as well as on an additional fee of not more than EUR 5 000 per annumfor the foreign residents of the committees of the Board of Directors. Theauthorisation shall be in force until the following Annual General Meeting.11. Resolution on the number of members of the Board of DirectorsThe Nomination and Compensation Committee of the Board of Directors proposes tothe General Meeting that the number of members of the Board of Directors beseven.12. Election of members of the Board of DirectorsThe Nomination and Compensation Committee of the Board of Directors proposes tothe General Meeting that the present Board members Mr. Henrik Ehrnrooth, Mr.Heikki Lehtonen, Mr. Pekka Ala-Pietil?Mr. Alexis Fries, Mr. Michael Obermayerand Ms. Karen de Segundo be re-elected for the term until the close of thefollowing Annual General Meeting. The Committee also proposes that Mr. GeorgEhrnrooth be elected as a new member of the Board of Directors for the sameterm.Mr. Georg Ehrnrooth is Chairman of the Board of Directors and CEO of severalcompanies and foundations. He has several years of experience in banking andinvestment.Mr. Harri Piehl has informed that he will not be available for re-election.13. Resolution on the remuneration of the auditorThe Audit Committee of the Board of Directors proposes to the General Meetingthat the auditor be reimbursed according to the auditor's invoice and incompliance with the purchase policy approved by the Audit Committee.14. Election of auditorAccording to the Articles of Association of the Company, the Company's auditorhas been elected until further notice. Thus, KPMG Oy Ab continues as theCompany's auditor and Mr. Sixten Nyman as the responsible auditor.15. Proposal by the Board of Directors to amend the Articles of AssociationThe Board of Directors proposes that Section 8 of the Articles of Associationregarding the notice to the General Meeting be amended to read as follows:"The notice to the General Meeting shall be delivered to the shareholders at theearliest three (3) months and at the latest twenty-one (21) days prior to theGeneral Meeting by releasing the notice on the Company's website and, if sodecided by the Board of Directors, by publishing the notice in one newspaperwith a wide circulation determined by the Board of Directors. The notice shallnonetheless be delivered to the shareholders at the latest nine (9) days priorto the record date of the General Meeting."16. Proposal by the Board of Directors to authorise the Board of Directors todecide on the acquisition of the Company's own sharesThe Board of Directors proposes that the General Meeting authorise the Board ofDirectors to decide on the acquisition of a maximum of 5 800 000 of theCompany's own shares by using distributable funds. Such share acquisitionreduces the Company's distributable unrestricted shareholders' equity.The shares may be acquired in order to develop the Company's capital structure,to be used as payment in corporate acquisitions or when the Company acquiresassets related to its business and as part of the Company's incentive programmesin a manner and to the extent decided by the Board of Directors, and to betransferred for other purposes, or to be cancelled.The shares may be acquired in accordance with the Board of Directors' decisioneither through public trading, in which case the shares would be acquired inanother proportion than that of the current shareholders, or by a public offerat market prices at the time of purchase.The Board of Directors is authorised to resolve on all other terms andconditions. It is proposed that the authorisation be effective for a period of18 months. The authorisation granted to the Board of Directors regardingacquisition of the Company's own shares in the previous Annual General Meetingshall expire simultaneously.17. Proposal by the Board of Directors to authorise the Board of Directors todecide on making a donation to the Aalto UniversityThe Board of Directors proposes that the General Meeting authorise the Board ofDirectors to decide on making a donation of a maximum of EUR 300 000 to theAalto University on terms and conditions to be determined separately by theBoard of Directors.18. Closing of the meetingB. Documents of the General MeetingThis notice as well as more detailed information on the proposals of the Boardof Directors mentioned above under points 15-17 relating to the agenda of theGeneral Meeting are available on P? PLC's website at www.poyry.com/agm2010.The annual report of P? PLC, including the Company's annual accounts, thereport of the Board of Directors and the auditor's report, is available on theabove-mentioned website no later than 18 February 2010. The proposals of theBoard of Directors and the annual accounts are also available at the GeneralMeeting. Copies of these documents and of this notice will be sent toshareholders upon request. The minutes of the General Meeting will be availableon the above-mentioned website as of 25 March 2010.C. Instructions for the participants in the General Meeting1. The right to participate and registrationEach shareholder who on the record date of the General Meeting, 1 March 2010, isregistered in the shareholder register of the Company held by Euroclear FinlandLtd. has the right to participate in the General Meeting. Shareholders whoseshares are registered on his/her personal book-entry account are registered inthe shareholder register of the Company. Shareholders wanting to participate inthe General Meeting must register for the meeting no later than Monday 8 March2010 at 10.00 a.m. by giving a prior notice of participation. Such notice can begiven:a) by filling in the registration form on the P? PLC website atwww.poyry.com/agm2010;b) by telephone +358 10 33 22224 (Helena K?er) Monday through Friday between9 a.m. and 4 p.m. Finnish time;c) by telefax +358 10 33 21816; ord) by letter to P? PLC, Legal Department/AGM, Jaakonkatu 3, FI-01620 Vantaa,Finland.In connection with the registration, the shareholder shall notify his/her name,personal identification number or date of birth, telephone number and the nameof a possible assistant or proxy representative and the personal identificationnumber of the proxy representative. The personal data given to P? PLC is usedonly in connection with the General Meeting and with the processing of relatedregistrations.Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who ispresent at the General Meeting has the right to request information with respectto the matters to be considered at the meeting.2. Proxy representative and powers of attorneyA shareholder may participate in the General Meeting and exercise his/her rightsat the meeting by way of proxy representation.A proxy representative shall produce a dated proxy document or otherwisedemonstrate in a reliable manner his/her right to represent the shareholder atthe General Meeting. When a shareholder participates in the General Meeting bymeans of several proxy representatives representing the shareholder with shareson different securities accounts, the shares by which each proxy representativerepresents the shareholder shall be identified in connection with theregistration for the General Meeting.Any proxy documents are requested to be delivered in originals to the Companybefore the last date for registration.3. Holders of nominee registered sharesIf a holder of nominee registered shares is entitled to be recorded in theCompany's shareholder register on the record date of the General Meeting 1 March2010, the shareholder may in accordance with the instructions of his/hercustodian bank request that he/she is notified for temporary registration in theshareholder register of the Company for participation in the General Meeting atthe latest on 8 March 2010 at 10.00 a.m. A holder of nominee registered sharesis considered to be registered for the General Meeting when he/she is notifiedfor temporary registration in the shareholder register as described above. Aholder of nominee registered shares is advised to request necessary instructionsregarding the temporary registration in the shareholder register of the Company,the issuing of proxy documents and registration for the General Meeting fromhis/her custodian bank sufficiently in advance.4. Other instructions and informationThe General Meeting will be conducted in Finnish.On the date of this notice to the General Meeting, 2 February 2010, the totalnumber of shares in P? PLC is 58 971 398 shares and the total number of votesis 58 589 537 votes.Vantaa, 2 February 2010P?RY PLCThe Board of DirectorsAdditional information by:Anne Viitala, Executive Vice President, Legal and CommercialTel. +358 10 33 22811DISTRIBUTION:NASDAQ OMX HelsinkiMajor mediawww.poyry.com[HUG#1379405]
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Datum: 02.02.2010 - 02:01 Uhr
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