Notice of AGM
March 21 2005 - 2:00AM
UK Regulatory
RNS Number:9613J
Inion Oy
21 March 2005
21 March 2005
NOTICE OF THE ANNUAL GENERAL MEETING OF INION OY
The shareholders of INION Oy are hereby invited to the annual general meeting of
INION Oy to be held on 21 April 2005 at 10.30 a.m. (Finnish time) at the
company's headquarters at Laakarinkatu 2, Tampere, FIN-33520, Finland.
Attendees are invited to arrive for registration from 10.00 a.m. (Finnish time).
The following matters will be proposed to the meeting for consideration:
1 MATTERS BELONGING TO THE ANNUAL GENERAL MEETING IN ACCORDANCE WITH SECTION
14 OF THE ARTICLES OF ASSOCIATION
2 THE PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND THE TERMS AND CONDITIONS OF
OPTION PROGRAMME III/2004
The Board proposes to the annual general meeting that the terms and conditions
of the company's Option Programme III/2004 adopted by the extraordinary general
meeting held on 20 October 2004, be amended so that the subscription period for
shares for all option rights issued thereunder will expire on 1 January 2008
instead of one third (1/3) of the option rights of each holder expiring 1
January 2006, one third (1/3) of the option rights of each holder expiring 1
January 2007 and one third (1/3) of the option rights of each holder expiring 1
January 2008.
3 THE PROPOSAL BY THE BOARD OF DIRECTORS TO ISSUE OPTION RIGHTS
The Board of Directors proposes to the annual general meeting the adoption of a
new option programme I/2005 under which, deviating from the shareholders'
pre-emptive right to subscription, a maximum of 2,197,395 option rights will be
offered for subscription to management and key personnel of the company and
group companies at the discretion of the Board of Directors. The option rights
will be issued without consideration and shall be subscribed for from 1 May 2005
to 1 May 2006.
Each option right will entitle its holder to subscribe for one (1) ordinary
share in the company with a nominal value of three (3) eurocents. Pursuant to
the share subscriptions, the share capital of the company may be increased by a
maximum of 2,197,395 shares corresponding to 65,921.85 euros.
The option rights entitle the holders thereof to subscribe shares in question at
any time between 1 May 2009 to 1 May 2012 at an exercise price equal to the
market value of the company's share at the time of subscription of the option
rights i.e. the middle market quotation of the share as derived from the Daily
Official List of the London Stock Exchange for the dealing day immediately
preceding the day of subscription of the option rights (being a day on which the
London Stock Exchange is open for business). The exercise price will not,
however, be less than the par value of the share.
The Board of Directors proposes this deviation from the shareholders'
pre-emptive right of subscription as the option programme is a part of the
Group's programme for incentivising management and key personnel and seeking to
align their interests with those of shareholders'. Consequently, the Board of
Directors considers that there is a weighty reason for the company for the said
deviation.
DIVIDENDS
The Board of Directors has decided to propose that no dividend is paid and that
the result of the financial period is entered into the company's profit/loss
account.
THE MEETING MATERIALS
The financial statements and the complete proposals by the Board of Directors
are on display for the shareholders' inspection during a period of one week
before the meeting at the company's headquarters in Tampere at
Laakarinkatu 2. Copies of the documents are sent to the shareholder upon
request.
THE RIGHT TO ATTEND THE MEETING
Only those shareholders who are registered as shareholders of the company in the
company's register of shareholders kept by the Finnish Central Securities
Depository (APK) on 11 April 2005 will be entitled to attend the annual general
meeting (in person or by proxy).
Notice of attendance
A shareholder who wishes to attend the annual general meeting, either in person
or by proxy, must give notice to the company by Monday 18 April 2005 at 4 p.m.
This can be done to Ms. Marja Tahkanen either by e-mail to the address
marja.tahkanen@inion.com, by facsimile to the number + 358 3 230 6604 or by mail
to the company's address Laakarinkatu 2, Tampere, FIN-33520, Finland.
Eventual proxies for representing a shareholder at the meeting should be
delivered in original to the company at the company's address above on 18 April
2005 at 4 p.m. at the latest.
Temporary entry in the register of shareholders
Crest Depository Interests
A holder of Crest Depository Interests who wishes to attend the annual general
meeting in person or by proxy shall notify this to Computershare Investor
Services PLC in accordance with the instructions sent by Computershare Investor
Services PLC separately to each holder of Crest Depository Interests.
Other shares registered in the name of a nominee
A holder of shares registered in the name of a nominee who intends to use his/
her/its right to attend the annual general meeting shall notify this to the
custodian in accordance with the instructions given by the custodian.
Tampere, on 21st March 2005
THE BOARD OF DIRECTORS
CONTACTS
Inion +358 3 230 6600
Dr Auvo Kaikkonen, Chief Executive Officer
Jari Kortesluoma, Chief Financial Officer
Citigate Dewe Rogerson +44 (0)20 7638 9571
Mark Swallow / David Dible
This information is provided by RNS
The company news service from the London Stock Exchange
END
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