OKMETIC'S ANNUAL GENERAL MEETING TO CONVENE ON 7 APRIL 2010 AT 10 A.M.
(Thomson Reuters ONE) - OKMETIC OYJ STOCK EXCHANGE RELEASE 11 FEBRUARY 2010 1 P.M.OKMETIC'S ANNUAL GENERAL MEETING TO CONVENE ON 7 APRIL 2010 AT 10 A.M.The board of directors of Okmetic Oyj has decided to give notice to theshareholders of the company to the annual general meeting to be held onWednesday 7 April 2010 at 10.00 a.m. The meeting will be held in the auditoriumof the Finnish Aviation Museum in Vantaa, Finland. The Finnish Aviation Museumis located at the grounds of the Helsinki-Vantaa International Airport atTietotie 3. The registration and the distribution of voting tickets willcommence at 9.30 a.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 President7. Adoption of the annual accounts8. Resolution on the use of the profit shown on the balance sheet and thepayment of dividendThe board of directors has decided to propose to the annual general meeting thata dividend of 0.05 euro per share be paid. The dividend will be payable toshareholders who are registered in the shareholder register maintained by theEuroclear Finland Ltd on the dividend record date, 12 April 2010. The boardproposes that the dividend payments be made on Monday, 19 April 2010.9. Resolution on the discharge from liability to the members of the board ofdirectors and the President as well as the Deputy to the President10. Resolution on the remuneration of the members of the board of directorsShareholders, who represent more than 30 percent of all shares and votes of thecompany, propose that the remuneration to the members of the board of directorswill be kept unchanged, i.e. as follows: 1) the chairman will receive 34.800euro per term 2) the vice chairman 26.100 euro per term and 3) other boardmembers 17.400 euro per term, in addition to which the board members are onlyentitled to compensation for expenses associated directly with their work on theboard.11. Resolution on the number of members of the board of directorsShareholders, who represent more than 30 percent of all shares and votes of thecompany, propose that the general meeting decide to appoint five members to theboard.12. Election of the members of the board of directorsShareholders, who represent more than 30 percent of all shares andvotes of the company, propose that Mr. Tapani J?inen, Mr. Pekka Salmi, Mr.Henri ?terlund and Mr. Hannu Martola shall be re-elected and Mr. Esa Lager beelected as a new board member. The candidates have given their consent to theappointments.Okmetic's long-serving vice chairman of the board Mr. Karri Kaitue has announcedthat he will not be available for re-electionMr. Esa Lager, M.Sc (Econ.), LL.M. was born in 1959. He is currently the ChiefFinancial Officer (CFO) of Outokumpu-Group and he has been the member of theGroup Executive Committee since 2001. Before that he has been working, amongother things, as corporate treasurer of Outokumpu and in various positions inthe foreign operations of Kansallis Banking Group. Esa Lager is currently theVice Chairman of the Board of Olvi Oyj and he has also previously been themember of the Board of Okmetic Oyj during years 1996-2000 and 2003-2008.13. Resolution on the remuneration of the auditorThe committee charged with appointing the company auditor proposesthat the external auditor to be elected at the annual general meetingbe reimbursed according to the auditor's reasonable invoice.14. Election of auditorThe committee charged with appointing the company auditor proposesthat the general meeting decide to re-elect until the end of the next annualgeneral meeting as the company auditors PricewaterhouseCoopers Oy, AuthorisedPublic Accountants, who have informed that Mr. Mikko Nieminen, Authorised PublicAccountant, shall act as the principal auditor. The candidates have given theirconsent to the appointments.15. Proposal by the board of directors to amend the articles of associationThe board of directors proposes to the annual general meeting that the followingamendments be made to the articles of association of the company:- The restrictions regarding the number of shares in the company are removedfrom 3 §.- A clarification that the annual general meeting of shareholders may be held inaddition to the domicile of the Company alternatively in Helsinki or in Espoo isadded to 9 §.- 10 § is amended so that the notice to the general meeting shall be deliveredno later than three (3) weeks in advance of the general meeting, however alwaysat least nine (9) days prior to the record date of the general meeting and thatthe notice to the general meeting may be delivered to the shareholders bypublishing the notice on the website of the company.16. Authorising the board of directors to decide on the repurchase and/or theacceptance as pledge of the company's own sharesThe board of directors proposes to the annual general meeting that the board ofdirectors be authorised to decide on repurchase and/or the acceptance as pledgeof the company's own shares as follows:The aggregate number of shares repurchased and/or accepted as pledge on thebasis of the authorisation may not exceed 1,688,750 shares, which representsapproximately 10 percent of all the shares of the company. The company and itssubsidiaries together cannot at any time own and/or hold as pledge more than 10percent of all of the company's registered shares.Only unrestricted equity can be used to repurchase the company's own sharesunder the authorisation. Own shares can be repurchased at a price determined bypublic trading on the day of repurchase or at another market-based price.The board of directors can decide the method of repurchasing and/or accepting aspledge the company's own shares as well as the other terms and conditions.Derivatives, for example, can be used in the repurchase. Shares can berepurchased independently of the shareholders' proportional share holdings(directed repurchase). The authorisation is effective until the following annualgeneral meeting of shareholders, however, no longer than until 7 October 2011.The authorisation shall cancel the authorisation granted at the extraordinarygeneral meeting of 6 November 2008 regarding the repurchase of the company's ownshares.17. Authorising the board of directors to decide on the issuance of shares aswell as the issuance of special rights entitling to sharesThe board of directors proposes to the annual general meeting that the board ofdirectors be authorised to decide on issuance of shares and special rightsentitling to shares according to Chapter 10, section 1 of the Finnish CompaniesAct as follows:The aggregate number of shares issued on the basis of the authorisation may notexceed 3,377,500 shares, which represents approximately 20 percent of all theshares of the company.The board of directors is authorised to decide on all the terms and conditionsof the issuance of shares and special rights entitling to shares. Theauthorisation relates to the issuance of new shares. Issuance of shares andspecial rights entitling to shares can be carried out as a directed issue.The authorisation is effective until the following annual general meeting ofshareholders and shall not cancel the authorisation granted at the extraordinarygeneral meeting of 6 November 2008 regarding the transfer of company's ownshares.18. Closing of the meetingB. DOCUMENTS OF THE ANNUAL GENERAL MEETINGThe aforementioned proposals relating to the agenda of the general meeting aswell as this notice are available on Okmetic Oyj's website athttp://www.okmetic.com/www/page/investors. The annual report of Okmetic Oyj,including the company's annual accounts, the report of the board of directorsand the auditor's report, is available on the above-mentioned website and at thecompany's head office, address Piitie 2, Vantaa one week before the annualgeneral meeting. The proposals and the annual accounts are also available at themeeting. Copies of these documents and of this notice will be sent toshareholders upon request. The minutes of the meeting will be available on theabove-mentioned website as from 21 April 2010, at the latest.C. Instructions for the participants in the general meeting1. The right to participate and registrationEach shareholder, who is registered on the record date of the general meeting,Wednesday 24 March 2010, in the shareholder register of the company held byEuroclear Finland Ltd., has the right to participate in the general meeting. Ashareholder, whose shares are registered on his/her personal Finnish book-entryaccount, is registered in the shareholder register of the company.A shareholder, who wants to participate in the general meeting, shall registerfor the meeting no later than Wednesday 31 March 2010 at 10.00 a.m. by giving aprior notice of participation. Such notice can be given:a) via email at shareholders(at)okmetic.comb) by telephone on +358 9 5028 0406c) by letter, addressed to Okmetic Oyj Share Register, P.O.Box 44,FI-01301Vantaa, Finlandd) in person at the company´s head office at Piitie 2, Vantaa, room 5.1.31during office hours from Monday to Friday between 8.00 a.m. and 4.00 p.m.In connection with the registration, a shareholder shall notify his/her name,personal identification number, address, telephone number and the name of apossible assistant or proxy representative and the personal identificationnumber of a proxy representative. The personal data given to Okmetic Oyj 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 otherwise in areliable manner demonstrate his/her right to represent the shareholder at thegeneral meeting. When a shareholder participates in the general meeting by meansof several proxy representatives representing the shareholder with shares atdifferent securities accounts, the shares by which each proxy representativerepresents the shareholder shall be identified in connection with theregistration for the general meeting.Possible proxy documents should be delivered in originals to Okmetic Oyj, ShareRegister, P.O.Box 44, FI-01301 Vantaa before the last date for registration.3. Holders of nominee registered sharesA holder of nominee registered shares is advised to request without delaynecessary instructions regarding the registration in the shareholder register ofthe company, the issuing of proxy documents and registration for the generalmeeting from his/her custodian bank.The account management organisation of the custodian bank will register a holderof nominee registered shares, who wants to participate in the general meeting,to be temporarily entered into the shareholder register of the company no laterthan Wednesday 31 March 2010 at 10.00 a.m. Temporary registration into theshareholder register is deemed as a simultaneous registration for the generalmeeting.Further information on these matters can also be found on the company's websitewww.okmetic.com.4. Other informationOn the date of this notice to the general meeting 11 February 2010, the totalnumber of shares and votes in Okmetic Oyj is 16,887,500.OKMETIC OYJBOARD OF DIRECTORSFor further information, please contact:Senior Vice President, Finance Esko Sipil?Okmetic Oyj,tel. +358 9 5028 0286, email: esko.sipila(at)okmetic.comCommunications Manager Jenni Laine, Okmetic Oyj,tel. +358 9 5028 0509, email: jenni.laine(at)okmetic.comDistribution:NASDAQ OMX HelsinkiPrincipal Mediawww.okmetic.comOKMETIC IN BRIEFTake it higherOkmetic is a technology company which supplies tailor-made silicon wafers forsensor and semiconductor industries and sells its technological expertise to thesolar cell industry. Okmetic provides its customers with solutions that boosttheir competitiveness and profitability.Okmetic's silicon wafers are part of a further processing chain that producesend products that improve human interaction and quality of life. Okmetic'sproducts are based on high-tech expertise that generates added value forcustomers, innovative product development and an extremely efficient productionprocess.Okmetic has a global customer base and sales network, production plants inFinland and the US and contract manufacturers in Japan andChina.Okmetic's shares are listed on NASDAQ OMX Helsinki under the codeOKM1V. For more information on the company, please visit our website atwww.okmetic.com.[HUG#1383525] OKME0710: http://hugin.info/132025/R/1383525/342369.pdf
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