POWR.L Regulatory News (POWR)

17 Mar 2008 07:02

Powerflute Oyj17 March 2008 17 MARCH 2008 POWERFLUTE OYJ INVITATION AND BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF POWERFLUTE OYJ INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 15 APRIL 2008 The shareholders of POWERFLUTE PLC are invited to the Annual General Meeting tobe held on 15 April 2008 at the premises of Scandic Hotel Kuopio (Satamakatu 1,Kuopio) at 6.30 p.m. The registration of the participants begins at 6.00 p.m. The shareholders have the opportunity to participate to a tour on the SavonSellu mill before the meeting. A transportation from and to Scandic Hotel Kuopiowill be organised so that any shareholder wishing to participate to the tourshould be at the main entrance of Scandic Hotel Kuopio at 4.45 p.m. on 15 April2008. AGENDA The following matters shall be handled in the meeting: 1 MATTERS TO BE HANDLED IN THE ANNUAL GENERAL MEETING ACCORDING TO ARTICLE 8 OF THE ARTICLES OF ASSOCIATION DIVIDEND The Board of Directors proposes to the Annual General Meeting that a finaldividend of EUR 0.033 (GBP 2.56 p) per share is paid based on the adoptedbalance sheet for the financial period ended 31 December 2007. The final dividend shall be paid to the shareholder who has registered his / herholdings in the Company's shareholders' register maintained by the FinnishCentral Securities Depository Ltd. or to a holder of depositary interestsregistered with the Capita Registrar on the record date for dividend payment on18 April 2008. The dividend shall be paid on or about 6 May 2008. COMPOSITION AND COMPENSATION OF THE BOARD OF DIRECTORS The nomination committee of the Board of Directors proposes to the AnnualGeneral Meeting that the present Members of the Board of Directors would bere-elected as Board Members. The remuneration committee of the Board proposesthat the Chairman of the Board would receive a fee of EUR 100,000 and theMembers of the Board would receive a fee of EUR 50,000 per term ending at theend of the following Annual General Meeting. In addition, the chairmen of theBoard's committees would receive an additional compensation of EUR 10,000 perterm. 2 PROPOSALS OF THE BOARD OF DIRECTORS CONCERNING THE AUTHORISATION BY THE ANNUAL GENERAL MEETING TO THE BOARD OF DIRECTORS TO PASS A RESOLUTION ALLOWING THE COMPANY TO REPURCHASE THE COMPANY'S OWN SHARES The Board of Directors proposes to the Annual General Meeting that the AnnualGeneral Meeting would authorise the Board of Directors to resolve on therepurchase of the Company's own shares up to a maximum number of 8,800,000shares of the Company, representing 10 per cent. of the issued share capital ofthe Company. According to the proposal of the Board of Directors, these shares can berepurchased contrary to the Shareholders' pre-emptive right using funds in theunrestricted shareholders equity and shall be acquired through public trading onthe Stock Exchanges where the Company's shares are quoted at the share priceprevailing at the time of the acquisition. The authorization to repurchase the Company's own shares shall be valid until 30June 2009. 3 PROPOSAL OF THE BOARD OF DIRECTORS CONCERNING THE AUTHORISATION BY THE ANNUAL GENERAL MEETING TO THE BOARD OF DIRECTORS TO PASS A RESOLUTION ON THE ISSUE OF NEW SHARES AND /OR ASSIGNMENT OF TREASURY SHARES The Board of Directors proposes that the Annual General Meeting authorise theBoard of Directors pass a resolution authorising an issue of new shares and/oron the disposal of treasury shares of the Company up to the maximum number of88,000,000 shares against payment. It is proposed that the Board of Directors would be entitled to pass aresolution on all terms and conditions of said issue and/or disposal, includingto whom and on what price the shares are issued and/or disposed. Theauthorisation would, therefore, also grant the possibility to resolve on arights issue or to resolve on a share issue by deviating from the pre-emptiverights of the shareholders. The Board of Directors proposes that theauthorisation shall be valid until 30 June 2009 and it revokes all previousauthorisations given to the Board of Directors. 4 PROPOSAL OF THE BOARD OF DIRECTORS CONCERNING THE AUTHORISATION BY THE ANNUAL GENERAL MEETING TO THE BOARD OF DIRECTORS TO PASS A RESOLUTION ON THE PAYMENT OF AN INTERIM DIVIDEND The Board of Directors proposes that the Annual General Meeting would authorisethe Board of Directors to pass a resolution on the payment of an interimdividend up to the maximum amount of 1.681 cents (approx 1.28 pence) per share.Any decisions on the payment of the interim dividend would be made and suchdividend, if any, would be paid during second half of 2008. DOCUMENTS OF THE MEETING Copies of the annual accounts and the review by the Board of Directors and theAuditor's report as well as the proposals of the Board of Directors to theAnnual General Meeting shall be available for inspection by shareholders by 7April 2008 at the premises of the Company at Sorsasalo, Kuopio and on theCompany's website http://www.powerflute.com/. RIGHT TO ATTEND TO THE MEETING Shareholders who 1 on April 5, 2008 are registered as shareholder in the Company'sshareholders' register maintained by the Finnish Central Securities DepositoryLtd, and 2 have registered to attend to the Annual General Meeting at the latest byThursday, April 10, 2008, at 4:00 p.m Finnish time. have the right to attend and vote at the meeting. Shareholders whose shares are registered in their account in the Finnishbook-entry system are also registered in the Company's shareholders' register.Holders of depositary interests in the British CREST system have to contactCapita Registrars Ltd. in order to be temporarily recorded to the shareholders'register and to attend to the Annual General Meeting. For this purpose, theholders of depositary interests are requested to follow further instructionsfrom Capita Registrars Ltd. Holders of shares held otherwise under the name of anominee wishing to attend to the meeting shall contact their account manager andto further follow the instructions of the account manager. Registration of attendance to the Annual General Meeting can be made either - by telephone +358 10 6606 205 / Ms. Tiina Silvast, - by fax +358 10 6606 212 or - by mail to Powerflute Oyj, Tiina Silvast, P.O.Box 57, Sorsasalo FI-70101, Kuopio, Finland Possible proxies are requested to be provided as originals to the Company to theaddress above at latest by the end of the registration period. Upon registeringto the meeting, please also indicate whether you would participate to the tourat the Savon Sellu mill between 4.45 p.m. and 6.15 p.m. LANGUAGE OF THE MEETING The Annual General Meeting shall be held in Finnish and in English. In Kuopio, March 17 2008 THE BOARD OF DIRECTORS BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 15 APRIL 2008 1. Matters that shall be dealt with in the Annual General Meeting of Shareholders pursuant to the Articles of Association and the Companies Act The distributable funds in the Company's balance sheet as per 31 December 2007amount to EUR 7,995,924.86. The Board proposes that from the retained earnings adividend of 3.366 cents (EUR 0.03366) per share is to be paid out on the sharesof the Company. The current number of shares of the Company is 88,000,000, basedon which the maximum amount to be distributed as dividend is EUR 2,962,080. The Board of the company proposes that the profit of the financial year shall betransferred to the company's unrestricted equity. The dividend will be paid to shareholders registered in the Register ofShareholders of Powerflute held by Finnish Central Securities Depository Ltd onthe record date, 18 April 2008. The Board proposes that the dividend be paid onor about 6 May 2008. 2. Board of Directors' proposal to authorise the Board to resolve to repurchase Powerflute's shares The Board proposes that the Annual General Meeting authorise the Board toresolve to repurchase a maximum of 8.8 million Powerflute shares by using fundsin the unrestricted shareholders' equity. The proposed amount of sharescorresponds to less than ten percent of all shares of the Company. The shares may be repurchased under the proposed authorisation in order todevelop the capital structure of the company and in order to finance or carryout acquisitions or other arrangements, to settle the Company's equity basedincentive plans, to be transferred for other purposes or to be cancelled. The price paid for the shares repurchased under the authorisation shall be basedon the market price of Powerflute shares in public trading. The minimum price tothe paid would be the lowest market price of the share quoted in the publictrading during the authorisation period and the maximum price the highest marketprice quoted during the authorisation period. The repurchases under the authorisation are proposed to be carried out by usingfunds in the unrestricted shareholders equity which means that the repurchaseswill reduce funds available for distribution of profits. The authorisation for repurchases is proposed to be carried out, as to bedetermined by the Board, through public trading and on such stock exchange(s)the rules of which allow companies to trade with their own shares. The shareswould be repurchased in another proportion than that of current shareholders.The Company may enter into derivative, share lending or other arrangementscustomary in capital markets practice within the limits set by the applicablelaws and regulations. In repurchases through public trading, the Company willfollow the rules and guidelines regarding, among others, the determination ofthe repurchase price, settlement and disclosure of trades, of the stock exchangeon which the repurchase is carried out. A prerequisite for a repurchase throughpublic trading as determined above, or for and otherwise directed repurchase, isthat there are important financial grounds from the Company's perspective forthe repurchase. It is proposed that the authorisation be effective until 30 June 2009. 3. Board of Directors' proposal to authorise the Board to resolve on a share issue and granting of option and other specific rights entitling to the shares The Board proposes that the General Meeting shall authorise the Board to resolveon the issuance of up to 88,000,000 shares through a share issue or granting ofoptions or other special rights entitling to shares pursuant to chapter 10,section 1 of the Finnish Companies Act. The authorisations are proposed to beutilised in one or several issues. The Board may resolve to give either newshares or shares in the company's possession. The amount of the proposedauthorisation regarding the shares corresponds to approximately the currentnumber of shares in the Company. The authorisation is proposed to include the right to deviate from theshareholders' pre-emptive subscription right. The authorisation is proposed tobe used for material arrangements from the company's point of view, such asfinancing or implementing business arrangements or investments or for other suchpurposes determined by the Board in which case a weighty financial reason forissuing shares, options or other specific share entitlements and possiblydirecting a share issue would exist. The authorisation is proposed to beeffective until 30 June 2009 and it would revoke previous authorisations grantedfor the Board to issue new shares. The Board proposes that the Board would be authorised to decide on all otherterms and conditions of a share issue, options and other specific shareentitlements as referred to in chapter 10, section 1 of the Finnish CompaniesAct, including the payment period, determination grounds for the subscriptionprice and subscription price or allocation of shares, options or other specificrights free of charge or that the subscription price may be paid besides in cashalso by other assets either partially or entirely. 4. Board of Director's proposal to authorise the Board of Directors to pass resolution on the payment of dividend The Board proposes to that the Annual General Meeting would authorise the Boardto resolve on the distribution of dividend pursuant to chapter 13, section 6 ofthe Finnish Companies Act. On the basis of the authorisation, the Board maydecide on the distribution of dividend so that the amount of dividend on thebasis of the authorisation in total does not exceed 1.681 cents (EUR 0.01681)per share, or in total EUR 1,480,000. Dividend may be distributed one or severaltimes. The authorisation is proposed to be valid until the beginning of the nextAnnual General Meeting but in any case until 15 April 2009 at the latest. Theeventual decisions on the payment of such dividend would, however, be made andsuch dividend, if any, would be paid during second half of 2008. In Helsinki on 17 March 2008 Powerflute Plc. The Board of Directors Contacts For additional information please contact: Powerflute OYJ Dermot Smurfit (Chairman) C/O Billy Clegg Don Coates (Chief Executive Officer) +44 (0)20 7269 7157 Financial Dynamics: Billy Clegg +44 (0)20 7831 3113 Georgina Bonham This information is provided by RNS The company news service from the London Stock Exchange