NOTICE TO THE GENERAL MEETING
Notice is given to the shareholders of PKC Group Oyj to the annual general meeting to be held on 4 April 2012 at 1.00 p.m. in Helsinki, at Pörssitalo, at the address: Fabianinkatu 14. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.00 a.m. (noon).
A. Matters on the agenda of the general meeting
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 2011
- Review by the President & CEO
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 parent company´s distributable funds are EUR 56.8 million, of which the net profit for the financial year is EUR 0.2 million negative. The Board of Directors will propose to the Annual General Meeting to be held on 4 April 2012 that a dividend of EUR 0.60 per share be paid for a total of EUR 12.7 million and that the remainder of the distributable funds be transferred to shareholders´ equity. The record date for the dividend payout is 11 April 2012 and the payment date is 18 April 2012. In the view of the Board of Directors, the proposed dividend payout will not put the company´s liquidity at risk.
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 and the auditor
The Board of Directors proposes, upon Nomination Committee´s proposal, that
- the annual remuneration payable to the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting 2013 be the following: Chairman EUR 60,000, Vice Chairman EUR 45,000 and other Board members EUR 30,000 and, additionally, attendance fee as follows: Chairman EUR 1,200 per meeting, other Board members EUR 800 per meeting as well as the travel and accommodation expenses related to the board meetings,
- the chairman and members of the audit committee be paid an additional annual remuneration of EUR 5,000.
No remuneration shall be payable for the decision minutes drafted without holding a meeting nor for Nomination Committee work.
The Board of Directors proposes, upon Audit Committee´s proposal, that the remuneration and travel expenses for the auditor to be elected be paid according to the auditor's reasonable invoice.
11. Resolution on the number of members of the Board of Directors and the auditors
The Board of Directors proposes, upon Nomination Committee´s proposal, that seven members shall be elected to the Board of Directors and, upon Audit Committee´s proposal, that one authorised public accounting firm shall be elected as auditor.
12. Election of members of the Board of Directors
The Board of Directors proposes, upon Nomination Committee´s proposal, that Outi Lampela, Matti Ruotsala and Jyrki Tähtinen shall be re-elected as Board members and Andres Allikmäe (b. 1957) CEO of AS Harju Elekter, Shemaya Levy (b. 1947), board professional, Robert Remenar (b. 1955) President & CEO of Nexteer Automotive, Harri Suutari (b. 1959), current President & CEO of PKC Group Oyj shall be elected new Board member. The proposed new Board members are presented in more detail on the company's website at www.pkcgroup.com.
13. Election of auditor
The Board of Directors proposes, upon Audit Committee´s proposal, that authorised public accounting firm KPMG Oy Ab, which has announced Virpi Halonen, APA, to be the Auditor with principal responsibility, shall be selected as auditor.
14. Proposal by the Board of Directors to the general meeting of shareholders concerning the issue of stock options
The Board of Directors proposes that the General Meeting of Shareholders would decide on the issue stock options to the key personnel of the PKC Group on the terms and conditions attached hereto.
The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key personnel to the PKC Group.
The maximum total number of stock options issued will be 1,020,000 and they will be issued free of charge. The stock options are marked with the symbols 2012A (i and ii), 2012B (i and ii) and 2012C (i and ii). A total of 170,000 stock options are included in each stock option class. The stock options entitle their owners to subscribe for a maximum total of 1,020,000 new shares in the Company or existing shares held by the Company. The stock options now issued may be exchanged for shares constituting a maximum total of 4.6% of all of the Company´s shares and of all of the votes of the shares, after the potential share subscription, if new shares are issued in the share subscription.
The share subscription period for stock options 2012A, will be 1 April 2015—30 April 2017, for stock options 2012B, 1 April 2016—30 April 2018, and for stock options 2012C, 1 April 2017—30 April 2019.
The share subscription price will be the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 January—31 March 2012 (stock options 2012A), during 1 January—31 March 2013 (stock options 2012B), and during 1 January—31 March 2014 (stock options 2012C). In case the above-mentioned trade volume weighted average quotation of the share is lower than the shareholders´ equity per share in the consolidated financial statements preceding the period of determination of the share subscription price, the Board of Directors will be entitled to decide that the shareholders´ equity per share in the preceding consolidated financial statements will be used as the share subscription price. The share subscription price will be credited to the reserve for invested unrestricted equity.
The Board of Directors will decide on the distribution of stock options annually. The beginning of the share subscription period with the stock options 2012A(ii), 2012B(ii) and 2012C(ii) requires attainment of certain operational or financial targets of the Group established for the exercise of stock options and determined by the Board of Directors. Those stock options, for which the targets have not been attained, will expire. The Board of Directors will annually decide on targets separately for each stock option class in connection with the distribution of stock options.
The prerequisite for the distribution of stock options is that the recipient of the stock options undertakes to acquire or subscribe for the Company´s shares with 20 per cent of the gross stock option income gained from the exercised stock options, and to hold such shares for at least two years. The Company´s President and CEO must hold such shares as long as his service contract is in force.
15. Proposal by the Board of Directors to the general meeting of shareholders concerning the amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting amends the 1§ of the Articles of Association so that PKC Group Plc shall be defined to be the company´s name in English and that Helsinki be changed to be the company´s domicile instead of Kempele; 9§ so that the invitation to the General Meeting be published on the Company´s Internet pages no more than three (3) months and no less than three (3) weeks prior to the meeting instead of no more than two (2) months and no less than seventeen (17) days prior to the meeting by an announcement published in one newspaper circulated in Helsinki and one newspaper circulated in Oulu; 10§ so that he meeting shall be held at Company's domicile.
1 § Name and Domicile of the Company
The name of the Company is PKC Group Oyj, in English PKC Group Plc, and its domicile Helsinki.
9 § Invitation to the General Meeting
Invitation to the General Meeting shall be published on the Company´s Internet pages no more than three (3) months and no less than three (3) weeks prior to the meeting. In order to be entitled to participate in the General Meeting the shareholder shall confirm his/her attendance to the Company at the latest the date mentioned in the invitation, which date may not be earlier than ten (10) days prior to the meeting.
10 § Annual General Meeting
The Annual General Meeting shall be held annually before the end of June on the date decided by the Board of Directors at Company's domicile.
At the Annual General Meeting
shall be presented
1. the financial statements, the consolidated financial statements and report by the Board of Directors
2. the auditor's report
shall be resolved
3. the confirmation of the financial statements and the consolidated financial statements
4. the use of the profit shown in the balance sheet
5. absolution of accountability to members of the board and to the managing director
6. the remuneration and the ground for compensation of travelling expenses of board members and the auditor
7. the number of the board members and auditors
shall be elected
8. the board members
9. the auditors
Articles of Association attached hereto in full.
16. Closing of the meeting
B. Documents of the general meeting
The aforementioned proposals of the Board of Directors as well as this notice are available on the company´s website at www.pkcgroup.com. The company´s annual report, including the company´s annual accounts, the report of the Board of Directors and the auditor´s report as well as the corporate governance statement, is available on the website on 13 March 2012. The proposals of the Board of Directors and the annual report 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 12 April 2012.
C. Instructions for the participants in the general meeting
1. The right to participate and registration
Each shareholder, who is registered on 23 March 2012 in the shareholders´ register of the company held by Euroclear Finland Ltd., has the right to participate in the 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 is registered in the shareholders´ register and who wants to participate in the general meeting, shall register for the meeting no later than 30 March 2012 by 10.00 a.m. by giving a prior notice of participation. Such notice can be given:
a) on PKC´s webpage www.pkcgroup.com
b) by e-mail email@example.com
c) by telephone +358 (0)20 1752 110 from Monday to Friday 9 a.m. - 4 p.m.
d) by telefax +358 (0)20 1752 214 or
e) by regular mail to PKC Group Oyj, Sanna Raatikainen, P.O. Box 174, FI-90401 Oulu, Finland.
In connection with the registration, a shareholder shall notify 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 is used only in connection with the general meeting and with the processing of related registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the 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 general meeting. When a shareholder participates in the 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 general meeting. Possible proxy documents should be delivered in originals to PKC Group Oyj, Sanna Raatikainen, P.O. Box 174, FI-90401 Oulu, Finland before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on 23 March 2012, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by 30 March 2012 by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholder´s register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholders´ register of the company at the latest on 30 March 2012 by 10.00 a.m.
4. Other information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the 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 general meeting, the total number of shares and votes in PKC Group Oyj is 21,155,966.
Kempele, 9 March 2012
PKC Group Oyj
Board of Directors
President & CEO