26 Mar 2009 07:01
26th March 2009
POWERFLUTE OYJ
INVITATION TO THE ANNUAL GENERAL MEETING
To be held in Kuopio, Finland at 8.30am on 28 April 2009
Powerflute Oyj (the "Company" or "Powerflute"), the packaging group with established positions in Nordic semi-chemical fluting and coated woodfree papers, today announced the invitation to the Annual General Meeting. Powerflute is listed on the AIM market of the London Stock Exchange (Ticker: POWR) and on the First North list, the alternative market of the OMX Nordic Exchange Stockholm AB (Ticker POW1V)
The shareholders of Powerflute are invited to attend the Annual General Meeting to be held at 8.30 a.m. on 28 April 2009 at the premises of the Scandic Hotel, Satamakatu 1, Kuopio, Finland. Registration of participants will begin at 8.00 a.m.
A MATTERS ON THE AGENDA
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording of attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the Auditor's report for the year
2008
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that no dividend should be paid and that the profit of the financial year should be transferred to the Company's unrestricted equity.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Remuneration Committee of the Board proposes that the Chairman of the Board should receive a fee of EUR 100,000, that the Members of the Board should each receive a fee of EUR 50,000 and that the Chairmen of each of the Board's committees should receive an additional compensation of EUR 10,000 for the term ending at the end of the following Annual General Meeting. In addition, it is proposed that the Members of the Board of Directors should be reimbursed for reasonable costs of participating in the Board and Committee meetings.
11. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the Annual General Meeting that the Board should consist of eight (8) members.
12. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the Annual General Meeting that the present Members of the Board of Directors: Dr Dermot Smurfit, Mr Donald Coates, Mr Ian Halliday, Mr Christopher Knight, Mr Juha Niemelä and Mr Anthony (Tony) Smith, should be re-elected as Board Members and that Mr David Walton and Dr Ulrich Scheufelen should be elected as new Board Members for the term ending at the close of the following Annual General Meeting. The aforementioned persons have given their consent to their proposal and to their appointment if elected.
13. Resolution on the remuneration of the auditor
In accordance with the recommendation of the Audit Committee, the Board proposes that the auditors' fees should be paid as invoiced based upon the Audit Committee's guidelines.
14. Election of auditor
In accordance with the recommendation of the Audit Committee, the Board proposes that Authorized Public Accountant Ernst & Young Oy be elected as the Company's auditors for the 2009 financial year. Ernst & Young has informed the Company that the main responsible auditor would be Mr. Kari Hyvönen, APA.
15. Authorisation of the Board of Directors to decide on the repurchase of the Company's own shares
The Board proposes that the Annual General Meeting should authorise the Board to resolve to repurchase up to a maximum of 14,000,000 the Company's own shares pursuant to Chapter 15, Section 5(2) of the Finnish Companies Act by using funds in the unrestricted shareholders' equity. The proposed amount of shares corresponds to approximately 9.7% of all shares and votes of the Company.
Purchases of own shares carried out under this authority would only be undertaken through public trading and on stock exchange(s) whose rules allow companies to trade in their own shares. The price paid for the shares repurchased under this authority shall be based on the market price of the Company's shares in public trading. The minimum price paid would be the lowest market price of the share quoted in public trading during the authorisation period and the maximum price the highest market price quoted during the authorisation period.
It is proposed that the authority should allow shares to be repurchased in proportions other than that of current shareholders. Furthermore, it is proposed that the Company may enter into derivative, share lending or other arrangements customary in capital markets practice within the limits set by the applicable laws and regulations. For repurchases through public trading, the Company will follow the rules and guidelines regarding, among others, the determination of the repurchase price, settlement and disclosure of trades, of the stock exchange on which the repurchase is carried out.
It is proposed that repurchases through public trading as determined above, or for an otherwise directed repurchase, under the proposed authority may only be undertaken where there are important financial grounds from the Company's perspective for the repurchase. The authorisation is proposed to be used for arrangements of major importance for the Company, such as mergers and acquisitions, financing or carrying out investments, developing the capital structure of the Company, settling the Company's equity based incentive plans, to be transferred for other purposes, for cancellation or for other important corporate purposes determined by the Board of Directors.
It is proposed that the authorisation be effective until 30 June 2010.
16. Authorisation of the Board of Directors to decide on the issue of shares as well as the granting of options and other special rights providing entitlement to shares
The Board of Directors proposes that the Annual General Meeting should authorise the Board of Directors to resolve on the issue of up to 40,000,000 new shares through a share issue or granting of options or other special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act.
Such authorisations may be utilised in one or several issues. The Board may resolve to give either new shares or shares in the Company's possession. The maximum amount of the proposed authorisation regarding the shares corresponds to approximately 27 per cent of all shares on the date of issue of the Board's proposal.
It is proposed that the authorisation would include the right to deviate from the shareholders' pre-emptive subscription rights. The authorisation is proposed to be used only for material arrangements from the Company's point of view, such as financing or implementing business arrangements or investments or for such other purposes as may be determined by the Board and where there is a weighty financial reason for issuing shares, options or other specific share entitlements and possibly directing a share issue.
It is proposed that the Board should be granted the authority to utilise up to a maximum of 10,000,000 of the new shares available for issue under this authority for the purposes of setting up a new share-based incentive scheme for the personnel of the group or for the Company's directors.
The Board proposes that the Board should be authorised to decide on all other terms and conditions of a share issue, options and other specific share entitlements, including the payment period, determination grounds for the subscription price and subscription price or allocation of shares, options or other specific rights free of charge or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
It is proposed that the authorisation be effective until 30 June 2010.
17. Closing of the meeting
B Documents of the annual general meeting
The aforementioned proposals by the Board of Directors and its Committees, as well as this notice to the Annual General Meeting are available for inspection on the Company's website at www.powerflute.com. The annual report of the Company, including the Company's annual accounts, the report of the Board of Directors and the Auditors' report will be available on the website no later than 21 April 2009. The proposals of the Board of Directors and the annual report will also be available at the Annual General Meeting, and copies of them as well as this notice will be sent to shareholders on request. The minutes of the Annual General Meeting will be published on the abovementioned website on 12 May 2009 at the latest.
C Instructions for the participants in the annual general meeting
The right to participate and registration
Only those shareholders who are registered in the Company's shareholders' register maintained by Euroclear Finland Ltd no later than (Saturday) 18 April 2009 have the right to attend the Annual General Meeting. Shareholders with their shares entered in their book-entry accounts are registered in the Company's shareholders' register.
Shareholders wishing to attend the Annual General Meeting must register with the Company no later than 24 April 2009 by 4 pm. The registration may be delivered:
a) by e-mail to tiina.silvast@powerflute.com; b) by telephone on +358 10 6606 205 / Ms. Tiina Silvast; c) by telefax on +358 10 6606 212 / Tiina Silvast; or d) by regular mail to Powerflute Oyj, Tiina Silvast, P.O.Box 57, Sorsasalo FI-70101, Kuopio, Finland.
When registering, the shareholder's name, personal identification number, address, telephone number and the name of any assistant the shareholder wishes to use, are required. The personal information of shareholders disclosed to the Company will be used for no other purpose than the Annual General Meeting and the necessary registrations pertaining to the meeting.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, shareholders present at the Annual General Meeting have the right to request information on matters dealt with by the meeting.
Proxy representative and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights at the meeting by proxy representatives. The proxy representative of a shareholder must present a dated proxy document or give other reliable proof that he/she is entitled to represent the shareholder. Any proxy documents should be delivered in original in connection with the registration.
Holders of nominee registered shares
Holders of nominee registered shares intending to participate in the Annual General Meeting must be entered in the Company's shareholders' register on the record date (Saturday) 18 April 2009.
Holders of nominee registered shares are requested to ask their custodian for instructions on being entered in the shareholders' register, giving proxies and registering for participation in the Annual General Meeting. Further information is available on the Company's website at www.powerflute.com.
Other instructions and information
On the date of this notice to the Annual General Meeting, 25 March 2009, the Company has a total of 144,818,174 shares and votes.
The Annual General Meeting shall be held in Finnish and in English.
In Helsinki, 26 March 2009
The Board of Directors
Contacts
For additional information please contact:
| Powerflute OYJ Dermot Smurfit (Chairman) Don Coates (Chief Executive Officer) | c/o Billy Clegg, Financial Dynamics +44 (0)20 7269 7157 | |
| Collins Stewart Europe Ltd: Piers Coombs | +44 (0)20 7523 8319 | |
| E.Öhman J:or Fondkommission AB: Ms Arja Väyrynen | +358 9 8866 6029 | |
| Financial Dynamics: Billy Clegg Georgina Bonham | +44 (0)20 7831 3113 | |
| K Capital Source Mark Kenny Jonathan Neilan | +353 (1) 631 5500 |
About Powerflute
Powerflute Oyj ("the Company" or "Powerflute") is a packaging group with established positions in Nordic semi-chemical fluting and coated woodfree papers.
Through its subsidiary Savon Sellu Oy, the Group operates a paper mill in Kuopio, Finland which produces a specialised form of semi-chemical fluting made from birchwood sourced principally in Finland and Russia. Corrugated boxes manufactured using Nordic semi-chemical fluting demonstrate exceptional strength and moisture resistance and are extensively used for transportation of fruit and vegetables, high-value industrial goods such as electrical appliances and automotive components. The Kuopio mill has the capacity to produce up to 300,000 tonnes per annum and is one of three suppliers of Nordic semi-chemical fluting in Europe.
Through its recently acquired subsidiary Papierfabrik Scheufelen, the Group operates a paper mill in Lenningen, Germany which produces a range of coated woodfree papers from mixed hardwood and softwood pulps. Coated woodfree papers are used in the production of printed promotional material such as brochures, leaflets and other point of sale materials for producers and distributors of premium branded goods. The Lenningen mill has the capacity to produce up to 300,000 tonnes per annum and supplies the majority of its products into the European market where total demand has historically been in excess of 7.7 million tonnes per annum.
Powerflute is a public company and its shares are traded on the AIM market of the London Stock Exchange and on First North, the alternative market of the OMX Nordic Exchange Stockholm AB. For further information, please visit www.powerflute.com