Notice to the Annual General Meeting
PKC Group Oyj´s shareholders are invited to the Annual General Meeting that will be held on Friday 27 March 2009 at 4.00 p.m. at company´s premises at Vihikari 10, FI-90440 Kempele.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 financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor's report
- Review by the CEO
7. Adoption of the financial statements and consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.15 per share be paid. Dividend will be paid to shareholders who on the record date on 1 April 2009 are registered as shareholders in the Company's shareholders' register maintained by Euroclear Finland Ltd (formerly Finnish Central Securities Depository Ltd). The proposed payment date for dividends is 8 April 2009.
9. Resolution on the discharge of the members of the Board of Directors and the CEOs from liability
10. Resolution on the remuneration of the members of the Board of Directors and auditors
The Board of Directors proposes to the General Meeting 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 2010 be the same as in 2008 as follows: Chairman EUR 50,000, Vice Chairman EUR 37,500 and other Board members EUR 25,000 as well as the travel and accommodation expenses related to the board meetings. It is furthermore proposed that, in case the Board decides to establish an audit committee, chairman and members of the audit committee be paid an additional annual remuneration of EUR 5,000.
The Board of Directors proposes to the General Meeting 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 to the General Meeting that the number of members of the Board of Directors shall be five.
The Board of Directors proposes to the General Meeting that the number of auditors shall be one authorised public accounting firm.
12. Election of members of the Board of Directors
The Board of Directors proposes to the General Meeting that of the current Board members Endel Palla, Olli Pohjanvirta, Matti Ruotsala and Jyrki Tähtinen be re-elected Board members and that M. Sc. (Eng) Outi Lampela (59), Outotec Oyj´s Senior Vice President - Corporate Controller responsible in her duties at Outotec for financial and business control, financial shared services and systems, and tax management, shall be elected new Board member. The proposed new Board member is presented in more detail on the company's website at www.pkcgroup.com.
13. Election of auditor
The Board of Directors proposes that Ernst & Young Oy, authorised public accounting firm, with Juhani Rönkkö, authorised public accountant, as responsible auditor, shall be selected as auditor.
14. Issue of stock options
The Board of Directors proposes that stock options be issued by the General Meeting of Shareholders to the key personnel of the Company and its subsidiaries.
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 stock options shall, upon Board´ decision, be issued free of charge to the members of the Executive Board, general managers of subsidiaries and other key personnel defined by the board and employed by or to be recruited by the Group.
The maximum total number of stock options issued will be 600,000 and they are divided into A, B and C options. The stock options entitle their owners to subscribe for a maximum total of 600,000 new shares in the Company or existing shares held by the Company.
The share subscription price for stock options will be the trade volume weighted average quotation of PKC Group´s share in April 2009, 2010 and 2011 on the NASDAQ OMX Helsinki Ltd + 20%. From the share subscription price of the stock options shall, as per the dividend record date, be deducted the amount of the dividend decided after the period for determination of the share subscription price but before share subscription. The share subscription price shall be recorded in the invested non-restricted equity fund.
The share subscription period for stock options 2009A, will be 1 April 2012—30 April 2014, for stock options 2009B, 1 April 2013—30 April 2015 and for stock options 2009C, 1 April 2014—30 April 2016.
15. 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, which includes the Company's the financial statements and consolidated financial statements, the report of the Board of Directors and the Auditor's report, is published on the website on 6 March 2009. The proposals of the Board of Directors and the financial statements are also available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request.C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on the record date of the General Meeting of Friday 17 March 2009 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 wants to participate in the General Meeting, shall register for the meeting by prior notification no later than on Monday 23 March 2009 at 4.00 p.m. Such notice can be given:
a) by e-mail: email@example.com
c) by telephone: +358 (0)20 1752 111 from Monday to Friday 8 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.
Pursuant to Chapter 5, Section 25 of the Finnish 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 General Meeting.
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 must present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at 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 notification date.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the General Meeting, must be entered into the shareholders' register of the Company on the record date of the General Meeting 17 March 2009. A holder of nominee registered shares is advised to request 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.
4. Other information
On the date of this notice 6 March 2009, the total number of shares in PKC Group Oyj is 17,781,522 shares and the total number of votes is 17,781,522 votes.
PKC Group Oyj
Board of Directors
President & CEO
ATTACHMENTStock option terms and conditions