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Notice of Enfo Oyj`s Annual General Meeting


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Copyright © Thomson Reuters 2013. All rights reserved.
2013-02-27 12:07:28 -

The shareholders of Enfo Oyj are invited to attend the Annual General Meeting to
be held on Thursday, 21 March 2013 at 3:00 p.m. at the company premises in
Viestikatu 7, Kuopio, Finland.


A       Matters to be dealt with by the Annual General Meeting

The following matters will be dealt with by the Annual General Meeting:


1.    Opening of the meeting


2.    Organisation of the meeting


3.    Election of persons to scrutinise the minutes and supervise the counting
of votes


4.    Recording the legality of the meeting


5.    Recording of those present and verifying the list of votes


6.    Presentation of the financial statements for 2012, the report of the Board
of Directors, the auditor's report and the Managing Director's report

7.    Adoption of the financial statements


8.    Resolution on the measures warranted by the profit 
shown on the adopted balance sheet and resolution on the payment of dividends The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.70 per share is paid for the financial period 2012. The dividend is paid to shareholders who are recorded in the company's list of shareholders maintained by Euroclear Finland Oy by the record date of the dividend payment, 26 March 2013. The dividend will be paid on 31 May 2013. The Board of Directors also proposes that the Annual General Meeting authorises the Board of Directors, in accordance with Chapter 6, section 13, paragraph 2 of the Companies Act, to decide on an additional dividend of a maximum of EUR 3.40 per share within the limitations of the company's capital adequacy and operating result. The authorisation is proposed to be valid until the beginning of the next Annual General Meeting. 9.    Discharge of the members of the Board of Directors and the Managing Director from liability 10. Resolution on the remuneration of the members of the Board of Directors The Nomination Committee proposes that the Chairman of the Board of Directors be paid a fee of EUR 2,000 per month and the Board members a fee of EUR 1,000 per month, in addition to which a fee of EUR 600 per meeting will be paid. The Nomination Committee proposes that the travel expenses of Board members are compensated for in accordance with the company's travel policy. 11. Resolution on the number of the members of the Board of Directors The Nomination Committee proposes that six members be elected to the Board of Directors. 12. Election of the members of the Board of Directors The Nomination Committee proposes that Tapio Hakakari, Hannu Isotalo, Mammu Kaario, Timo Kärkkäinen and Ossi Saksman, all of whom have given their consent, be re-elected as ordinary members of the Board of Directors. In addition, the Nomination Committee proposes that Soili Mäkinen, who likewise has given her consent, be elected to the Board of Directors as a new member. Soili Mäkinen, who is proposed as the new member of the Board of Directors, currently works as the Chief Information Officer of Cargotec Corporation. She has extensive experience on developing data management services, related procurements and implementation of system projects. Soili Mäkinen holds a M.Sc. (Econ.) degree. 13.  Board of Directors' proposal to authorise the Board of Directors to decide on the issue of new shares through a rights issue The Board of Directors proposes to the Annual General Meeting that it authorises the Board of Directors to decide on the issue of new shares through a rights issue subject to the following conditions: -        The Board of Directors may decide on the issue of a maximum of 113,500 shares. The shares can be issued in one or several lots. -        In accordance with Section 9(3) of the Finnish Companies Act, shareholders have a pre-emptive right to the issued shares pro-rata to their holdings in the company. The Board of Directors has the right to offer shares not subscribed for by the shareholders exercising their pre-emptive rights in a secondary share subscription for subscription by the company's shareholders. -        The shares can be conveyed in order to obtain assets required in connection with a company or business acquisition. -        The Board of Directors decides on the subscription price. -        The Board of Directors decides on the other terms and conditions of the share issue. -        The authorisation is valid until the close of the next Annual General Meeting, up to a maximum of one (1) year after the close of this Annual General Meeting. -        The authorisation does not revoke previous share issue authorisations or other share issue authorisations decided by the same general meeting of shareholders. 14. Board of Directors' proposal to authorise the Board of Directors to decide on conveying new or treasury shares through a directed rights issue The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise the Board of Directors to decide on conveying treasury shares held by the company and/or the issue of new shares through a directed share issue subject to the following conditions: -        The Board of Directors may decide on the conveyance and/or issue of a maximum of 10,000 shares. -        The Board of Directors is authorised to decide to whom and in which orders the treasury shares are conveyed and/or issued. The shares can be conveyed and/or issued in one or several lots. -        Shares in the company can also be conveyed and/or issued waiving the pre-emptive subscription rights of the shareholders if there is a weighty financial reason for doing so from the point of view of the company. -        The shares can be conveyed and/or issued as consideration in financing or implementing possible acquisitions. Shares can also be conveyed and/or issued as part of the company's salary and incentive scheme for the company's personnel and the personnel fund. -        The Board of Directors decides on the transfer and/or subscription price and the other terms and conditions of the conveyance and/or issue. -        The authorisation is valid until the close of the next Annual General Meeting, up to a maximum of one (1) year after the close of this Annual General Meeting. -        The authorisation does not revoke previous share issue authorisations or other share issue authorisations decided by the same general meeting of shareholders. 15.  Board of Directors' proposal to authorise the Board of Directors to decide on the repurchase of company shares The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorises the Board of Directors to decide on the repurchase of shares in the company using the company's non-restricted equity under the following conditions: -        The Board of Directors may decide on the repurchase of a maximum of 10,000 shares. -        The Board of Directors is authorised to decide from whom and in which order the shares will be purchased. The shares can be repurchased in one or several lots. -        Shares in the company can also be repurchased waiving the pre-emptive rights of the shareholders if there is a weighty financial reason for doing so from the point of view of the company. -        The company's shares can be purchased for use as consideration when the company acquires assets for its business operations, for use as consideration in financing or implementing possible acquisitions, for use as part of the company's salary or incentive system, in order to fulfil the company's share repurchase commitments and for cancellation. -        The Board of Directors decides on the purchase price and other terms and conditions of the repurchase; however, the minimum purchase price must be EUR 1 and the maximum price EUR 120 per share. -        The repurchase of shares decreases the company's non-restricted shareholders' equity. -        The authorisation is valid until the close of the next Annual General Meeting, up to a maximum of one (1) year after the close of this Annual General Meeting. 16. Election of the Nomination Committee and the Chairman of the Nomination Committee In accordance with the Corporate Governance guidelines ratified by the Board of Directors on 28 September 2012, the company has a four-member Nomination Committee elected by the Annual General Meeting. The Nomination Committee prepares the election of Board members and the auditor, as well as reward- related matters for a proposal to be presented to the Annual General Meeting. The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting elects Tapio Hakakari, Pekka Kantanen and Esko Torsti as members of the Nomination Committee and Ossi Saksman as its Chairman. 17.  Closing of the meeting B       Documents for the Annual General Meeting The Annual Report will be available on the company's website (www.enfo.fi) from 28 February 2013 at noon, and it is sent to shareholders when separately requested. Documents concerning the financial statements and the proposals by the Board of Directors and the Nomination Committee will be available for review by shareholders on the company's website (www.enfo.fi) from 28 February 2013 at noon. Copies of these documents can be sent to shareholders upon request, and they will also be available at the Annual General Meeting. The minutes of the Annual General Meeting with the voting results and appendices related to the decisions made by the Annual General Meeting will be available on the company's website (www.enfo.fi) at the latest on 4 April 2013. C       Instructions for meeting participants 1.      Shareholder registered in the shareholder list A shareholder who -   is registered in the company's shareholders' register maintained by Euroclear Finland Ltd on the Annual General Meeting matching date, 11 March 2013; and -   has registered for the Annual General Meeting by 20 March 2013 at 4:00 p.m. has the right to participate in the Annual General Meeting. Registration is possible by sending a letter to Enfo Oyj/Nathalie Siivola, P.O. Box 1582, 70461 KuopioIt might be a good idea to include the country name in the address here.; by e-mail to nathalie.siivola@enfo.fi or by telephone on +358 44 719 3001/Nathalie Siivola. The registration must reach the company before the expiry of the registration period. a. Holders of nominee-registered shares Holders of nominee-registered shares have the right to participate in the Annual General Meeting on the basis of shares that would entitle them to be registered in the shareholders' register held by Euroclear Finland Ltd on 11 March 2013. In addition, the right to participate requires that the holders of nominee- registered shared are temporarily entered into the shareholders' register held by Euroclear Finland Ltd on the basis of these shares by 18 March 2013 at 10:00 a.m. This is considered to be registration for the Annual General Meeting with regard to nominee-registered shares. Such shareholders are advised to request from their custodian bank, without delay, the necessary instructions regarding registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the Annual General Meeting. The account management organisation of the custodian bank has to register a holder of nominee-registered shares who wishes to participate in the general meeting in the temporary shareholder register of the company at the latest by the time stated above. 3.    Use of a proxy, powers of attorney and the right to present questions A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. It is requested that the proxy document be submitted to the company in connection with registration. In accordance with Section 5(25) of the Companies Act, a shareholder present at a general meeting of shareholders has the right to present questions on matters dealt with by the meeting. 4.      Other information On the date of this notice of the general meeting, 26 February 2013, the total number of shares and votes in the company is 589,120. Of the shares, 4142 were held by the company on the date of the notice of the meeting. Kuopio, 26 February 2013 ENFO OYJ Board of Directors This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Enfo via Thomson Reuters ONE [HUG#1681491]


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