Munksjö Oyj: Notice of Munksjö Oyj's Annual General Meeting
Helsinki, Finland, 2014-02-13 14:30 CET (GLOBE NEWSWIRE) --
MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE, 13 FEBRUARY, 2014. 2:30 PM CET
Notice is given to the shareholders of Munksjö Oyj to the Annual General
Meeting to be held on Wednesday, April 2, 2014 at 1:00 p.m. at the Finlandia
Hall, A-hall, Mannerheimintie 13 e, Helsinki, Finland (entrance M1 from
Mannerheimintie and K1 from the Karamzininranta -street). The reception of
persons who have registered for the meeting and the distribution of voting
tickets will commence at 12:00 a.m. Registration for the meeting is requested
to be made no later than 12:45 p.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 Financial Statements, the Report of the Board of
Directors and the Auditor's Report for the year 2013
- Review by the President & CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes that no dividend will be paid for the fiscal
year 2013.
9. Resolution on the payment of funds as return of equity from the reserve for
invested non-restricted equity
The Board of Directors proposes that the Annual General Meeting would decide to
pay funds from the reserve for invested non-restricted equity as return of
equity based on the balance of December 31, 2013 adopted by the Annual General
Meeting, the amount of return being EUR 0.1 per share.
The return of equity shall be paid to a shareholder who on the record date of
the payment April 7, 2014 is registered in the shareholder register of the
Company held by Euroclear Finland Ltd. The Board further proposes that the
return of equity shall be paid to the shareholders on April 14, 2014.
10. Resolution on the discharge of the members of the Board of Directors and
the President & CEO from liability
11. Resolution on the remuneration of the members of the Board of Directors
The Nomination Board proposes that the remuneration of the Board members
remains unchanged. The annual remuneration of the Chairman is EUR 70,000 and
EUR 35,000 for the other Board members. The Board proposes that the
remuneration of the members of the permanent Board committees remains
unchanged. The Chairman of the Audit Committee will receive an annual
remuneration of EUR 9,000 and the members an annual remuneration of EUR 6,000.
The Chairman of the Remuneration Committee will receive an annual remuneration
of EUR 6,000 and the members an annual remuneration of EUR 3,000. No
remuneration is proposed to be paid to the members of the Nomination Board.
Travel expenses are reimbursed in accordance with the Company's travel policy.
12. Resolution on the number of members of the Board of Directors
The Nomination Board proposes that the number of Board members be seven.
13. Election of members of the Board of Directors
The Nomination Board proposes that Sebastian Bondestam, Fredrik Cappelen,
Hannele Jakosuo-Jansson, Elisabet Salander Björklund and Peter Seligson will be
re-elected. The current member Jarkko Murtoaro, who has been a member of the
Board of Directors since 2013, has informed the Company that he is no longer
available for re-election. It is therefore proposed that Caspar Callerström and
Alexander Ehrnrooth be elected as new members of the Board.
Caspar Callerström, born 1973, is a Swedish citizen and M.Sc (Econ.). He joined
EQT Partners in 1996 and is currently Partner in the company. From October 2007
to December 2013, he was Head of EQT Equity in Stockholm. He has held and
currently holds several positions of trust. He currently serves as a member of
the Board at Sanitec Corporation and Scandic AB.
Alexander Ehrnrooth, born 1974, is a Finnish citizen; M.Sc. (Econ) and MBA. He
is the Vice Chairman of the Board of Directors of Fiskars Corporation and
member of the Board of Directors of Fiskars Corporation since 2000. He is the
CEO of Virala Oy Ab since 1995. In addition, he is the Chairman of the Board of
Directors of Aleba Corporation since 2003, a member of the Board of Directors
of Belgrano Investments Oy since 1999 and a member of the Board of Directors of
Wärtsilä Corporation since 2010.
The Board members are elected for the period ending at the close of the next
Annual General Meeting. All the nominees are considered independent of the
Company and of the significant shareholders of the Company, except Peter
Seligson and Caspar Callerstöm, who at the date of this notice are not
independent of the Company's significant shareholders.
The nominees have given their consent to the election. CVs of the proposed
Board members are available on the website of the Company (www.munksjo.com).
14. Resolution on the remuneration of the Auditor
Upon the recommendation of the Audit Committee, the Board of Directors proposes
that the auditor's remuneration be paid according to invoicing accepted by the
Company.
15. Election of Auditor
Upon the recommendation of the Audit Committee, the Board of Directors proposes
that KPMG Oy Ab be elected as the Company's auditor. KPMG Oy Ab has designated
Authorized Public Accountant Sixten Nyman as the Responsible Auditor.
16. Authorizations to repurchase and distribute the Company's own shares as
well as to accept them as pledge
The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to resolve to repurchase and to distribute the Company's own
shares as well as to accept them as pledge in one or more instalments on the
following conditions:
The number of shares to be repurchased or accepted as pledge by virtue of the
authorization shall not exceed 4,000,000 shares in the Company, yet always
taking into account the limitations set forth in the Companies' Act as regards
the maximum number of shares owned by or pledged to the Company or its
subsidiaries. The shares may be repurchased only through public trading at the
prevailing market price by using unrestricted shareholders' equity. The rules
and guidelines of NASDAQ OMX Helsinki Oy and Euroclear Finland Ltd shall be
followed in the repurchase.
The authorization includes the right for the Board of Directors to decide upon
all other terms and conditions for the repurchase of the Company's own shares,
or their acceptance as pledge, including the right to decide on the repurchase
of the Company's own shares otherwise than in proportion to the shareholders'
holdings in the Company.
By virtue of the authorization, the Board of Directors has the right to resolve
to distribute a maximum of 4,000,000 own shares held by the Company. The Board
of Directors will be authorized to decide to whom and in which order the own
shares will be distributed. The Board of Directors may decide on the
distribution of the Company's own shares otherwise than in proportion to the
existing pre-emptive right of shareholders to purchase the Company's own
shares. The shares may be used e.g. as consideration in acquisitions and in
other arrangements as well as to implement the Company's share-based incentive
plans in the manner and to the extent decided by the Board of Directors. The
Board of Directors also has the right to decide on the distribution of the
shares in public trading for the purpose of financing possible acquisitions.
The authorization also includes the right for the Board of Directors to resolve
on the sale of the shares accepted as a pledge. The authorization includes the
right for the Board of Directors to resolve upon all other terms and conditions
for the distribution of the shares held by the Company.
The authorizations for the Board of Directors to repurchase the Company's own
shares, to distribute them as well as to accept them as pledge are valid for 18
months from the close of the Annual General Meeting but will, however, expire
at the close of the next Annual General Meeting, at the latest.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The aforesaid proposals of the Board of Directors and the Nomination Board
relating to the agenda of the Annual General Meeting as well as this notice are
available on the Company's website at www.munksjo.com. The Annual Report of
Munksjö Oyj, including the Financial Statements, the Report of the Board of
Directors and the Auditor's Report, is available on the above-mentioned website
as from March 12, 2014, at the latest. The proposals of the Board of Directors
and the Nomination Board as well as the Financial Statements are also available
at the meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the meeting will be available on the
above-mentioned website as from April 16, 2014.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on March 21, 2014 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.
A shareholder, who wishes to participate in the Annual General Meeting, shall
register for the meeting by giving prior notice of participation on March 27,
2014 at 4:00 p.m., at the latest.
Such notice can be given:
- on the Company's website www.munksjo.com/agm
- by email to yhtiokokous@munksjo.com,
- by mail to Munksjö Oyj, AGM, Kasarmikatu 46-48, 00130 Helsinki, Finland, or
- by phone during office hours to +358 (0)10 234 5004
In connection with the registration, a shareholder shall state 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 such proxy representative. The personal data given to Munksjö Oyj is
used only in connection with the Annual General Meeting and with the processing
of related registrations.
Pursuant to chapter 5, section 25 of the Company's 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.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the meeting also 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 book-entry accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection
with the registration for the general meeting.
Possible proxy documents should be delivered to the address above before the
last date of registration. A template for a proxy is available at the Company's
website mentioned above.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration to be temporarily entered into the
shareholders' register, the issuing of proxy documents and registration for the
Annual General Meeting from his/her custodian bank well in advance.
If a holder of nominee registered shares is entitled to be registered in the
shareholders' register on the record date March 21, 2014, the shareholder may
in accordance with the instructions from his/her custodian bank request to be
temporarily entered into the shareholders' register of the Company in order to
participate in the Annual General Meeting, at the latest on March 27, 2014 at
10.00 a.m. A holder of nominee registered shares is considered to have
registered for the Annual General Meeting if he/she has been temporarily
recorded in the shareholders' register as described above. Further information
on these matters can also be found on the Company's website mentioned above.
4. Other instructions and information
On the date of this notice to the Annual General Meeting, February 13, 2014,
the total number of shares in Munksjö Oyj amounts to 51,061,581 and said shares
have 51,061,581 votes in total.
After the meeting coffee will be served in the lobby of the Finlandia Hall.
Stockholm, February 13, 2014
MUNKSJÖ OYJ
Board of Directors