3 May 2016 07:00
3 May 2016
POWERFLUTE OYJ
NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF POWERFLUTE OYJ
To be held in at the Scandic Hotel Kuopio, Finland
at 8.30 a.m. on 26 May 2016
Notice is hereby given to the shareholders of Powerflute Oyj ("Powerflute" or the "Company") that the Annual General Meeting will be held on 26 May 2016 at 8.30 a.m. at the premises of the Scandic Hotel Kuopio (Satamakatu 1, Kuopio, Finland). Reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 8.00 a.m.
A. MATTERS ON THE AGENDA of the annual general meeting
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 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 report of the Board of Directors and the auditor's report for the year ended 31 December 2015
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 that a dividend of 3.00 cents (0.03 euros) per share be paid for the year ended 31 December 2015. The record date for the proposed dividend would be 3 June 2016 and payment would be made on or about 21 June 2016.
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 of Directors proposes that the following remuneration and fees be awarded in relation to the term of office ending at the end of the following Annual General Meeting.
- For the Chairman of the Board of Directors, a fee of EUR 100,000.
- For each of the other members of the Board of Directors, a fee of EUR 60,000.
- For the chairman of the Audit Committee, an additional fee of EUR 15,000.
- For the chairman of Nomination Committee, an additional fee of EUR 10,000.
- For the chairman of Remuneration Committee, an additional fee of EUR 10,000.
- For the Senior Independent Director an additional fee of EUR 5,000.
In addition to the above, the costs incurred by the Directors in connection with their attendance at Board and committee meetings will be reimbursed.
11. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the Board of Directors should consist of six (6) members.
12. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that all six (6) of the present members of the Board of Directors should be re-elected and should continue to serve as members of the Board of Directors:
Wolf-Dieter Baumann
Marco Casiraghi
Christopher Knight
Teresa Presas
Dermot F Smurfit
David Walton
In each case, the appointment will be for a term of office ending at the close of the following Annual General Meeting. The aforementioned persons have given their consent to their election.
13. Resolution on the remuneration of the auditor
In accordance with the recommendation of the Audit Committee, the Board of Directors proposes that the auditor's fees are paid as invoiced.
14. Election of auditor
In accordance with the recommendation of the Audit Committee, the Board of Directors proposes that Ernst & Young Oy, a firm of auditors approved by the Finland Chamber of Commerce, be elected as the Company's auditor for the term ending at the close of the following Annual General Meeting.
Ernst & Young Oy has informed the Company that it is willing to accept this appointment and that the main responsible auditor will be Mr Erkka Talvinko, Authorized Public Accountant.
15. Authorisation of the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes that the Annual General Meeting should authorise the Board of Directors to resolve on the repurchase of up to 29,000,000 Powerflute's shares, in one or several tranches, pursuant to Chapter 15, Section 5(2) of the Finnish Companies Act by using funds in the Company's unrestricted equity. The proposed amount of shares corresponds to 10.0 per cent of all shares and votes of the Company currently in issue (excluding shares held in treasury).
Purchases of own shares under this authority may only be carried out through public trading on stock exchange(s) the rules of which allow companies to trade in their own shares. The amount payable for shares repurchased under the authority is to be based on the market price of Powerflute's shares in public trading. The minimum price payable would be the lowest market price of the share quoted in the public trading during the authorisation period and the maximum price payable would be the highest market price quoted during the authorisation period.
It is proposed that authority be granted for shares to be repurchased on a selective basis and in proportions other than that of current shareholders. However, such repurchases may only take place in the event that there are important financial grounds from the Company's perspective for the repurchase.
This authority to repurchase the Company's own shares is intended to be used only 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 such other important corporate purposes as may be determined by the Board of Directors.
This repurchase authorisation would be valid until the end of the following Annual General Meeting, however no longer than 30 June 2017. This authorisation would cancel the repurchase authorisation granted by the Annual General Meeting to the Board of Directors on 28 May 2015.
16. Authorisation of the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights or entitlements to shares
The Board of Directors proposes that the Annual General Meeting should authorise the Board of Directors to resolve on the issuance of up to 29,000,000 shares through a share issue or granting of options or other special rights granting entitlement to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act. This authority may be utilised in one or several issues. The Board of Directors may resolve to give either new shares or shares in the Company's possession. The proposed amount of shares corresponds to approximately 10.0 per cent of all shares and votes of the Company currently in issue (excluding shares held in treasury).
It is proposed that the authority should provide the right to deviate from the shareholders' pre-emptive subscription right, if there is a weighty financial reason for the Company for this, and that the Board of Directors should be authorised to decide on all material terms and conditions of a share issue, grant of options or other specific share entitlements. This shall include determination of the payment period, subscription price and method of allocation of shares, options or other specific rights of entitlement to shares. In particular, the Board of Directors may determine that shares, options or other specific rights of entitlement to shares may be granted free of charge, or that the subscription price may be paid either partially or entirely in assets other than cash.
This authority to issue shares is intended to be used only for matters of material importance to the development of the Company, such as financing or implementing business arrangements or investments or for other such important corporate purposes as may be determined by the Board of Directors.
This authorisation would be valid until the end of the following Annual General Meeting, however no longer than 30 June 2017. This authorisation would cancel the share issue authorisation granted by the Annual General Meeting to the Board of Directors on 28 May 2015.
17. Authorisation to make communication to shareholders in electronic form and to communicate by means of a website
The Board of Directors proposes that in future the Company shall be permitted to fulfil its obligations in respect of communication to its shareholders through the use of electronic media and communication methods, including through the use of regulatory news services and the display of announcements and other materials on the Company's website. Any such methods of communication will be established and operated in accordance with the requirements of the AIM Rules for Companies (as amended from time to time), the Company's articles of association and any legal requirements in its jurisdiction of incorporation, Finland.
18. Closing of the meeting
B. documents of the annual general meeting
The proposals of the Board of Directors and its committees relating to the agenda of the Annual General Meeting as well as this notice are available for inspection on the website of Powerflute at www.powerflute.com.
The financial statements of Powerflute, including the Company's annual accounts, the report of the Board of Directors and the auditor's report, will be available for inspection on the above-mentioned website no later than 4 May 2016.
Copies of the proposals of the Board of Directors and the annual accounts will also be available at the meeting. Copies of these documents and of this notice are available and will be sent to shareholders upon request. The minutes of the meeting will be available on the Company's website as of 9 June 2016 at the latest.
C. instructions for the participants in the annual general meeting
1. The right to participate and registration
Each shareholder, who is registered on 16 May 2016 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 personal Finnish book-entry account, is registered in the shareholders' register of the Company.
Any shareholder registered in the shareholders' register of the Company on 16 May 2016 who wants to participate in the Annual General Meeting must register for the meeting by giving a prior notice of participation to be delivered no later than 10:00 a.m. Finnish time on 23 May 2016. Such notice can be given:
(a) by e-mail to tiina.silvast@powerflute.com;
(b) by telephone +358 10 6606 205 / Ms Tiina Silvast;
(c) by telefax +358 10 6606 212; or
(d) by regular mail to Powerflute, Tiina Silvast, P.O.Box 57, Sorsasalo, FI-70101 Kuopio, Finland.
In order to register for attendance at the Annual General Meeting, a shareholder must provide details of his/her 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 Powerflute is used only in connection with the Annual General Meeting and with the processing of related registrations.
Upon request, a shareholder, his/her representative or proxy representative, have to prove their identity and/or right of representation.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her 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 Powerflute, Tiina Silvast, P.O.Box 57, Sorsasalo, FI-70101 Kuopio, Finland before the last date for registration.
3. Holders of nominee registered shares (depositary interests)
A holder of nominee registered shares (depositary interests) has the right to participate in the Annual General Meeting by virtue of their beneficial interest in shares providing an entitlement to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd on 16 May 2016.
In order to participate in the Annual General Meeting, a holder of nominee registered shares must ensure that they have been properly registered as a shareholder, on a temporary basis, in the shareholders' register held by Euroclear Finland Ltd and that they have delivered a prior notice of participation in accordance with the instructions set out above by no later than 10:00 a.m. Finnish time on 23 May 2016.
Accordingly, a holder of nominee registered shares who wishes to participate in the Annual General Meeting is advised to request without delay from his/her custodian bank detailed instructions regarding the steps that must be taken in order to obtain temporary registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the Annual General Meeting.
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 considered at the meeting.
On the date of this notice to the Annual General Meeting, the total number of shares and votes in Powerflute is 290,650,374 (excluding 5,700,000 shares held in treasury by the Company).
The Annual General Meeting shall be held in Finnish and in English.
In Helsinki, 3 May 2016
POWERFLUTE OYJ
The Board of Directors
For further information, please contact:
Powerflute Dermot Smurfit (Chairman) Marco Casiraghi (CEO) David Walton (CFO)
|
c/o Oliver Winters, FTI Consulting +44 20 3727 1535 |
Numis Securities Mark Lander (Corporate Broking) Andrew Holloway / Jamie Lillywhite (Nominated Advisor)
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+44 20 7260 1000 |
FTI Consulting Oliver Winters Tom Hufton
| +44 20 3727 1535 |
About Powerflute
Powerflute is a paper and packaging group quoted on the AIM market of the London Stock Exchange (Ticker: POWR) which seeks to acquire businesses with strong fundamentals whose performance can be improved through a combination of management focus and targeted investment.
The Group currently has two main activities; Packaging Papers which trades under the name Powerflute and operates a paper mill in Kuopio, Finland producing a specialised form of Nordic semi-chemical fluting used in the manufacture of high-performance corrugated board; and Coreboard and Cores, which trades under the name Corenso and is a leading international manufacturer of high performance coreboard and cores, with coreboard mills in the United States and Europe and a network of core producing facilities in Europe, North America and China.
Nordic semi-chemical fluting is made from locally sourced birch and boxes manufactured using it demonstrate superior strength and moisture resistance and are used for transportation of fruit and vegetables, high-value industrial goods such as electrical appliances and automotive components. The Kuopio mill is one of only three suppliers of Nordic semi-chemical fluting in Europe.
Cores and coreboard are manufactured from recycled paper and are used for applications in paper, packaging, textiles, steel, aluminium and many other industries. Coreboard and cores produced by Corenso demonstrate superior strength and rigidity and are suitable for use in the most demanding applications.
For further information, please visit www.powerflute.com.