Aspocomp Group Plc
Notice to convene annual general meeting
NOTICE TO THE ANNUAL GENERAL MEETING OF ASPOCOMP GROUP PLC
Espoo, Finland, 2015-02-26 08:45 CET (GLOBE NEWSWIRE) —
Aspocomp Group Plc, Notice to convene AGM, February 26, 2015 at 9:45 a.m.
Notice is given to the shareholders of Aspocomp Group Plc. to the Annual General Meeting to be held on Thursday, March 26, 2015 at 10 a.m. (EET), address Keilaranta 1, 1st floor Auditorium, Espoo, Finland. The reception of persons who have registered for the meeting will commence at 9.30 a.m. (EET).
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be handled:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2014
– Review by the CEO
7. Adoption of the annual accounts and the consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet
The Board of Directors proposes to the Annual General Meeting that the parent company’s profit for the financial period of EUR 3,557,491.98 shall be transferred to the accrued earnings account, and that no dividend is paid.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes to the Annual General Meeting that the chairman of the Board of Directors be paid EUR 30,000 and the other members be paid EUR 15,000 each in remuneration for their term of office. The Board of Directors further proposes that EUR 1,000 per meeting to the chairman and EUR 500 per meeting to the other members of the Board of Directors would be paid as meeting remuneration. The Board of Directors also proposes that the members of the Board of Directors be reimbursed for reasonable travel and lodging costs. Travel and lodging costs would not be compensated to those members of the Board of Directors who reside in the greater Helsinki area when the meetings are held in the greater Helsinki area.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the Annual General Meeting that three (3) members be elected to the Board of Directors.
12. Election of members of the Board of Directors
The Board of Directors proposes to the Annual General Meeting that the current members of the Board of Directors Mr. Tuomo Lähdesmäki and Ms. Päivi Marttila be re-elected and that Ms. Kaarina Muurinen, M.Sc. (Econ.), (born 1958) be elected as a new member to the Board of Directors. In accordance with the Articles of Association of the company, the term of office of the members of the Board of Directors ends at the closing of the Annual General Meeting following the election.
Information on the key work experience and positions of trust of Ms. Kaarina Muurinen are appended to this release.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the auditor’s fees be paid according to the auditor’s invoice.
14. Election of auditor
The Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy, Authorized Public Accountants be re-elected as the company’s auditor. PricewaterhouseCoopers Oy has notified that Mr. Markku Katajisto, Authorized Public Accountant, will act as the principal auditor. In accordance with the Articles of Association of the company, the term of office of the auditor ends at the closing of the Annual General Meeting following the election.
15. Authorizing the Board of Directors to decide on share issues as well as the issue of options and other special rights
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to, in one or several installments, decide on the issuance of shares and the issuance of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows:
The number of shares to be issued based on the authorization may in total amount to a maximum of 640,000 shares.
The Board of Directors decides on all the terms and conditions of the issuances of shares and of options and other special rights entitling to shares. The authorization concerns both the issuance of new shares as well as own shares possibly held by the company. The issuance of shares and of options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization cancels the authorization given by the General Meeting on April 23, 2013 to decide on the issuance of shares as well as the issuance of special rights entitling to shares.
The authorization is valid until June 30, 2016.
16. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The aforementioned proposals of the Board of Directors relating to the agenda of the Annual General Meeting as well as this notice are available on the company’s website at www.aspocomp.com/agm starting from February 26, 2015. The annual report of the company, including the company’s annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report, will be available on the company’s website at www.aspocomp.com/reports as of March 5, 2015. The proposals of the Board of Directors and the annual report, including the annual accounts documents, are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available at www.aspocomp.com/agm no later than April 9, 2015.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. The right to participate and registration
Each shareholder who is registered on March 16, 2015 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her/its personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting within the period February 26, 2015 – March 23, 2015. The registration must be available at the company at the latest on Monday, March 23, 2015 by 4 p.m. (EET).
Such notice can be given:
a) by e-mail at the address yhtiokokous(at)aspocomp.com,
b) by telephone at number +358 40 820 3352 on weekdays between 8 a.m. and 4 p.m. (EET), or
c) by regular mail to Aspocomp Group Plc., Keilaranta 1, 02150 Espoo, Finland.
In connection with the registration a shareholder shall notify his/her /its name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Aspocomp Group Plc. is used only in connection with the Annual General Meeting and the processing of related necessary registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of shares based on which he/she/it on the record date of the meeting, i.e. on March 16, 2015, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder has on the basis of such shares been registered into the temporary shareholders’ register of the company held by Euroclear Finland Ltd. at the latest on March 23, 2015 by 10.00 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised without delay to request necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her/its custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the company at the latest on March 23, 2015 by 10.00 a.m. (EET).
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her/its rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered in originals to Aspocomp Group Plc., Keilaranta 1, 02150 Espoo, Finland before the end of the registration period.
Proxy template is available at the company’s website www.aspocomp.com/agm.
4. Other instructions and information
Pursuant to Chapter 5 Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be handled at the meeting.
On the date of the notice to the Annual General Meeting, February 26, 2015, the total number of shares and votes in Aspocomp Group Plc. is 6,406,505. The company does not have treasury shares in its possession.
In Espoo, February 26, 2015
ASPOCOMP GROUP PLC.
THE BOARD OF DIRECTORS
For further information, please contact Mikko Montonen, CEO,
tel. +358 20 775 6860, mikko.montonen(at)aspocomp.com
Distribution:
Nasdaq OMX Helsinki Ltd
Major media
www.aspocomp.com
Aspocomp – PCB technology company
Aspocomp develops and sells PCB manufacturing services, focusing on the end-to-end fulfillment of customers’ PCB needs. Our seasoned professionals help customers to create the most optimal PCB designs, both in terms of performance and cost. Our trimmed production lines produce the most challenging designs with the shortest lead-times in the industry. Operating as a service business, we provide one-stop access to technology solutions and competitive products for all PCB technologies.
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