OKMETIC OYJ STOCK EXCHANGE RELEASE 10 APRIL 2013 AT 1.00 P.M.
DECISIONS OF THE ANNUAL GENERAL MEETING OF OKMETIC OYJ
The annual general meeting of Okmetic Oyj was held on 10 April 2013, at 10.00 a.m. in the Akropolis hall of Technopolis, address Teknobulevardi 3-5, Vantaa, Finland. The annual general meeting adopted the annual accounts and the consolidated annual accounts for the financial year 2012 and discharged the company's management from liability.
USE OF THE PROFIT SHOWN ON THE BALANCE SHEET, PAYMENT OF DIVIDEND, AND AUTHORISATION OF THE BOARD OF DIRECTORS TO RESOLVE ON THE DISTRIBUTION OF ADDITIONAL DIVIDEND
The annual general meeting decided, in accordance with the proposal of the board of directors, to distribute a dividend of 0.25 euro per share. Dividend will be paid to a shareholder, who, on the dividend record date 15 April 2013, is registered in the shareholders' register maintained by Euroclear Finland Ltd. Dividend will be paid on 22 April 2013.
In addition, the annual general meeting decided, in accordance with the proposal of the board of directors, to authorise the board of directors to decide upon its discretion on the payment of a dividend should the company's financial situation permit this. The additional dividend, including all possible separate decisions on dividend payment, may amount up to a maximum of 0.40 euro per share and 15,000,000 euro in total. Any dividend paid on the basis of the board's decision will be paid to shareholders who on the dividend record date are registered in the shareholders' register maintained by Euroclear Finland Ltd. The board of directors will decide on the record date for the dividend payout and on the dividend payment date which may, at the earliest, be the fifth banking day after the record date. The authorisation includes the right for the board of directors to decide on all other terms and conditions relating to the payment of additional dividend. The authorisation is effective until the beginning of the next annual general meeting.
ELECTION AND REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
The annual general meeting decided that there would be five members on the company's board of directors. Mr. Tapani Järvinen, Mr. Hannu Martola, Ms. Mervi Paulasto-Kröckel, Mr. Mikko Puolakka, and Mr. Henri Österlund were re-elected as members of the board of directors, all until the end of the next annual general meeting. The board of directors elected Henri Österlund as its chairman and Tapani Järvinen as its vice chairman in its organisation meeting held immediately after the annual general meeting.
It was decided that the following annual remuneration shall be paid to the members of the board of directors: 40,000 euro to the chairman, 30,000 euro to the vice chairman, and 20,000 euro to each of the other board members. The annual remuneration will be paid in the company's shares and in cash for the part of taxes. Payment of the annual remuneration will be made as a one-time payment on 10 May 2013. The number of remuneration shares shall be determined according to the closing quotation of the company's share on 8 May 2013. In addition, it was decided that the board members will be paid meeting remuneration, amount of which is 750 euro/meeting for the chairman of the board and 500 euro/meeting for the other board members.
ELECTION AND REMUNERATION OF THE AUDITOR
Authorised Public Accountants PricewaterhouseCoopers Oy was re-elected as auditor of the company. PricewaterhouseCoopers Oy has announced that APA Mikko Nieminen will be acting as principal auditor. It was decided that remuneration to the auditor shall be paid according to the auditor's reasonable invoice.
AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE AND/OR ACCEPTANCE AS PLEDGE OF THE COMPANY'S OWN SHARES
The annual general meeting authorised the board of directors to decide on the repurchase and/or acceptance as pledge of the company's own shares in one or more tranches as follows:
The aggregate number of shares repurchased and/or accepted as pledge shall not exceed 1,728,750 shares, which represents approximately 10 percent of all the shares of the company. The company and its subsidiaries together cannot at any time own and/or hold as pledge more than 10 percent of all the company's registered shares.
Only unrestricted equity can be used to repurchase the company's own shares under the authorisation. Own shares can be repurchased at a price determined by public trading on the day of repurchase or at another market-based price.
The board of directors decides on the method of repurchasing and/or accepting as pledge of the company's own shares as well as the other terms and conditions. Shares can be repurchased otherwise than in the shareholders' proportional holding of shares (directed repurchase). The authorisation cancels the authorisation given by the annual general meeting on 12 April 2012 to the board of directors to decide on the repurchase and/or acceptance as a pledge of the company's own shares. The authorisation is effective until the next annual general meeting, however, no longer than until 10 October 2014.
AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES, THE TRANSFER OF THE COMPANY'S OWN SHARES AS WELL AS THE ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES
The annual general meeting authorised the board of directors to decide on the issuance of shares, the transfer of the company's own shares, and the issuance of special rights entitling to shares according to Chapter 10, Section 1 of the Finnish Companies Act in one or more tranches as follows:
The aggregate number of shares issued or transferred on the basis of the authorisation may not exceed 5,200,000 shares.
The board of directors decides on all the terms and conditions of the issuance of shares, the transfer of the company's own shares, and the issuance of special rights entitling to shares according to Chapter 10, Section 1 of the Finnish Companies Act. The authorisation concerns both the issuance of new shares as well as the transfer of the company's own shares. The issuance of shares, the transfer of the company's own shares, and the issuance of special rights entitling to shares according to Chapter 10, Section 1 of the Finnish Companies Act may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorisation cancels the authorisation given by the annual general meeting on 12 April 2012 to the board of directors to decide on the issuance of shares, the transfer of the company's own shares as well as the issuance of special rights entitling to shares. The authorisation is effective until the next annual general meeting, however, no longer than until 10 October 2014.
PRESIDENT'S REVIEW AT THE ANNUAL GENERAL MEETING
The review of President Kai Seikku is available on the company's website at www.okmetic.com/www/page/general_meeting.
OKMETIC OYJ
Kai Seikku
President
For further information, please contact:
Kai Seikku, President, Okmetic Oyj,
Tel. +358 400 200 288, e-mail: kai.seikku@okmetic.com
Juha Jaatinen, Senior Vice President, Finance, IT, and Communications, Okmetic Oyj, tel. +358 5028 0286, e-mail: juha.jaatinen@okmetic.com
Distribution:
NASDAQ OMX Helsinki Ltd
Principal media
www.okmetic.fi
OKMETIC IN BRIEF
Take it higher
Okmetic is a technology company which supplies tailor-made silicon wafers for sensor and semiconductor industries and sells its technological expertise. Okmetic provides its customers with solutions that boost their competitiveness and profitability.
Okmetic's silicon wafers are part of a further processing chain that produces end products that improve human interaction and quality of life. The company's products are based on high-tech expertise that generates added value for customers, innovative product development and an extremely efficient production process.
Okmetic has a worldwide clientele and sales network, production plants in Finland and in the United States as well as license-based production in Japan and in China.
Ocmetic's shares are listed on the NASDAQ OMX Helsinki Ltd under the trading symbol OKM1V. Additional information can be found on the company's website: www.okmetic.com.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Okmetic Oyj via Thomson Reuters ONE
