Solteq : Invitation to the annual general meeting of shareholders
Helsinki March 1, 2006, Solteq Plc’s shareholders are hereby invited to the Annual General Meeting of shareholders to be held on the company’s premises in Eteläpuisto 2 C, Tampere, March 24, 2006, at 3 p.m.
The following issues will be discussed in the meeting:
1. Matters pertaining to the Annual General Meeting of Shareholders under article 12 of the Articles of Association
The members of the Board of Directors
Shareholders representing more than 40 per cent of the shares have announced that they will propose to the Annual General Meeting that five members are elected to the Board of Directors and that present board members Ali U. Saadetdin, Seppo Aalto, Ari Heiniö, Veli-Pekka Jokiniva and Jukka Sonninen are re-elected.
The Board of Directors proposes that for year 2005 no dividend is paid.
2. The Board of Directors propose to the Annual General Meeting, that equity will be returned from the free equity fund controlled by the Annual General Meeting at a rate of 0,30 Euros per share. This proposal is in accordance with the decision of the Extraordinary General Meeting, held on September 9, 2005, to transfer 9.5 million euros from the share premium fund to a separate fund administrated by the general meeting of shareholders and thus unrestricted equity.
In addition, The Board of Directors propose that the subscription prices of the valid option-rights will be reduced by 0,30 Euros per option-right. The Board of Directors propose that equity will be returned to the shareholders registered by the date of record March 29,2006, in the company’s list of shareholders’ maintained by the Finnish Central Securities Depository Ltd. At the same date the subscription prices of option-rights are reduced. The Board of Directors propose that the equity will be returned on April 5, 2006.
3. Authorizing the Board of Directors to decide on increasing share capital
The Board of Directors propose the Annual General Meeting to authorize the Board of Directors to decide on increasing the share capital in one or more occasions through a subscription issue or issuing option rights or both, the maximum increase totaling 198.000 euros. The Board of Directors also propose that this authorization includes a right to deviate from the shareholders’ pre-emptive right of subscription if there is a weighty financial reason for the company, such as financing an acquisition or similar, and that the shares can be subscribed with the right or obligation to invest against a share in the company other property than money (rapports en nature) or that a share may otherwise be subscribed to under special conditions. Other terms of subscription will be decided by the Board of Directors. The authorization is proposed to be valid for one year starting from the decision.
4. Authorizing the Board of Directors to decide on acquiring the company’s own shares
The Board of Directors propose that it is authorized to acquire the company’s own shares an amount that, together with the own shares already acquired and in the possession of the company, does not exceed 10 percent of the company’s total shares. The shares can be acquired through public trading in other proportion than the shareholders’ holdings at market price. Shares can be acquired in order to develop the company’s capital structure, finance acquisitions or similar arrangements or convey otherwise or be invalidated. This proposed acquisition of own shares does not have material effect on the company’s ownership or the voting rights. The authorization is proposed to be valid for one year starting from the decision.
5. Authorizing the Board of Directors to decide on conveyance of the company’s own shares
The Board of Directors propose that it is authorized to decide on conveyance of the company’s own shares, the maximum conveyed amount being 1.179.000 shares, and the Board of Directors to decide on to whom and how own shares are conveyed and that the Board of Directors has a right to decide on the conveyance of repurchased shares other than in proportion to the existing pre-emptive right of shareholders to subscribe the Company’s own shares. The shares shall be conveyed at the market value at the moment of transfer and it is possible to convey them against other property than money. The authorization includes that the Board of Directors may decide on the way and extent of conveyance and the shares may be used in acquisitions or similar arrangements and they can be sold in public trading. The authorization is proposed to be valid for one year starting from the decision.
Display of documents for public inspection
The documents relating to the financial statements and the Board proposal with appendices will be available to shareholders’ inspection in the company’s headquarters in Eteläpuisto 2 C, 33200 Tampere, as of March 17, 2006. Shareholders will be sent copies of the said documents upon request.
Participation right and registration
All the shareholders recorded in the list of the company’s shareholders, which is maintained by the Finnish Central Securities Depository Ltd, no later than March 14, 2006 shall have the right to attend the general meeting.
A shareholder wishing to attend the Annual General Meeting should notify the company’s headquarters by March 21, 2006, at 4 p.m. Registrations sent to the address Solteq Plc, Eteläpuisto 2 C, 33200 Tampere, phoned to +358-20 1444 202, faxed to +358-20 1444 222 or e-mailed to firstname.lastname@example.org will also be accepted. All registrations for participation should be submitted to the office before the registration deadline. Possible letters of authority should be delivered at registration.
- Contact Information
- Jorma Hänninen
- Managing Director
- Solteq Plc
- Contact via E-mail
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