Notice of Enfo Oyj`s Annual General Meeting
(Thomson Reuters ONE) -
The shareholders of Enfo Oyj are invited to attend the Annual General Meeting to
be held on Thursday, 22 March 2012 at 3:00 p.m. at Sokos Hotel Puijonsarvi,
Minna Canthin katu 16, Kuopio, Finland.
A Matters to be dealt with by the Annual General Meeting
The following matters will be dealt with by the Annual General Meeting:
1. Opening of the meeting
2. Organisation of the meeting
3. Election of persons to scrutinise the minutes and supervise the
counting of votes
4. Recording the legality of the meeting
5. Recording of those present and verifying the list of votes
6. Presentation of the financial statements for 2011, the report of
the Board of Directors, the auditor's report and the Managing Director's report
7. Adoption of the financial statements
8. Resolution on the measures warranted by the profit shown on the adopted
balance sheet and resolution on the payment of dividends
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 1.70 per share is paid for the financial period 2011. The dividend is paid
to shareholders who are recorded in the company's list of shareholders
maintained by Euroclear Finland Oy by the record date of the dividend payment,
27 March 2012. The dividend will be paid on 31 May 2012.
Moreover, the Board of Directors proposes to the Annual General Meeting that,
pursuant to Section 13(6), paragraph 2 of the Finnish Companies Act, it
authorises the Board of Directors to decide on an additional dividend to a
maximum value of EUR 1.90 per share within the limits allowed by the company's
capital adequacy and result. It is proposed that the authorisation will stay in
force until the beginning of the next Annual General Meeting.
9. Discharge of the members of the Board of Directors and the Managing
Director from liability
10. Resolution on the remuneration of the members of the Board of
Directors
The Nomination Committee proposes that the Chairman of the Board of Directors be
paid a fee of EUR 2,000 per month and the Board members a fee of EUR 1,000 per
month, in addition to which a fee of EUR 600 per meeting will be paid.
The Nomination Committee proposes that the travel expenses of Board members are
compensated for in accordance with the company's travel policy.
11. Resolution on the number of the members of the Board of Directors
The Nomination Committee proposes that five members be elected to the Board of
Directors.
12. Election of the members of the Board of Directors
The Nomination Committee proposes that Tapio Hakakari, Hannu Isotalo, Mammu
Kaario, Timo Kärkkäinen and Ossi Saksman, all of whom have given their consent,
be re-elected as ordinary members of the Board of Directors.
13. Board of Directors' proposal to authorise the Board of Directors to
decide on the issue of new shares through a rights issue
The Board of Directors proposes to the Annual General Meeting that it authorises
the Board of Directors to decide on the issue of new shares through a rights
issue subject to the following conditions:
- The Board of Directors may decide on the issue of a maximum of 113,500 shares.
The shares can be issued in one or several lots.
- In accordance with Section 9(3) of the Finnish Companies Act, shareholders
have a pre-emptive right to the issued shares pro-rata to their holdings in the
company. The Board of Directors has the right to offer shares not subscribed for
by the shareholders exercising their pre-emptive rights in a secondary share
subscription for subscription by the company's shareholders.
- The shares can be conveyed in order to obtain assets required in connection
with a company or business acquisition.
- The Board of Directors decides on the subscription price.
- The Board of Directors decides on the other terms and conditions of the share
issue.
- The authorisation is valid until the close of the next Annual General Meeting,
up to a maximum of one (1) year after the close of this Annual General Meeting.
- The authorisation does not revoke previous share issue authorisations or other
share issue authorisations decided by the same general meeting of shareholders.
14. Board of Directors' proposal to authorise the Board of Directors to
decide on conveying new or treasury shares through a directed rights issue
The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorise the Board of Directors to decide on conveying treasury
shares held by the company and/or the issue of new shares through a directed
share issue subject to the following conditions:
- The Board of Directors may decide on the conveyance and/or issue of a maximum
of 10,000 shares.
- The Board of Directors is authorised to decide to whom and in which order the
treasury shares are conveyed and/or issued. The shares can be conveyed and/or
issued in one or several lots.
- Shares in the company can also be conveyed and/or issued waiving the pre-
emptive subscription rights of the shareholders if there is a weighty financial
reason for doing so from the point of view of the company.
- The shares can be conveyed and/or issued as consideration in financing or
implementing possible acquisitions. Shares can also be conveyed and/or issued as
part of the company's salary and incentive scheme for the company's personnel
and the personnel fund.
- The Board of Directors decides on the transfer and/or subscription price and
the other terms and conditions of the conveyance and/or issue.
- The authorisation is valid until the close of the next Annual General Meeting,
up to a maximum of one (1) year after the close of this Annual General Meeting.
- The authorisation does not revoke previous share issue authorisations or other
share issue authorisations decided by the same general meeting of shareholders.
15. Board of Directors' proposal to authorise the Board of Directors to
decide on the repurchase of company shares
The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorises the Board of Directors to decide on the repurchase of
shares in the company using the company's non-restricted equity under the
following conditions:
- The Board of Directors may decide on the repurchase of a maximum of 10,000
shares.
- The Board of Directors is authorised to decide from whom and in which order
the shares will be purchased. The shares can be repurchased in one or several
lots.
- Shares in the company can also be repurchased waiving the pre-emptive rights
of the shareholders if there is a weighty financial reason for doing so from the
point of view of the company.
- The company's shares can be purchased for use as consideration when the
company acquires assets for its business operations, for use as consideration in
financing or implementing possible acquisitions, for use as part of the
company's salary or incentive system, in order to fulfil the company's share
repurchase commitments and for cancellation.
- The Board of Directors decides on the purchase price and other terms and
conditions of the repurchase; however, the minimum purchase price must be EUR 1
and the maximum price EUR 120 per share.
- The repurchase of shares decreases the company's non-restricted shareholders'
equity.
- The authorisation is valid until the close of the next Annual General Meeting,
up to a maximum of one (1) year after the close of this Annual General Meeting.
16. Election of the Nomination Committee and the Chairman of the
Nomination Committee
In accordance with the Corporate Governance guidelines ratified by the Board of
Directors on 26 September 2011, the company has a four-member Nomination
Committee elected by the Annual General Meeting. The Nomination Committee
prepares the election of Board members and the auditor, as well as reward-
related matters, for a proposal to be presented to the Annual General Meeting.
The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting elects Tapio Hakakari, Pekka Kantanen and Esko Torsti as members
of the Nomination Committee and Ossi Saksman as its Chairman.
17. Closing of the meeting
B Documents for the Annual General Meeting
The Annual Report will be available on the company's website ( www.enfo.fi )
from 1 March 2012 at noon, and it is sent to shareholders when separately
requested. Documents concerning the financial statements and the proposals by
the Board of Directors and the Nomination Committee will be available for review
by shareholders on the company's website ( www.enfo.fi ) from 1 March 2012 at
noon. Copies of these documents can be sent to shareholders upon request, and
they will also be available at the Annual General Meeting.
The minutes of the Annual General Meeting with the voting results and appendices
related to the decisions made by the Annual General Meeting will be available on
the company's website (www.enfo.fi ) at the latest on 5 April 2012.
C Instructions for meeting participants
1. Shareholder registered in the shareholder list
A shareholder who
- is registered in the company's shareholders' register maintained by Euroclear
Finland Ltd on the Annual General Meeting matching date, 12 March 2012; and
- has registered for the Annual General Meeting by 21 March 2011 at 4:00 p.m.
has the right to participate in the Annual General Meeting.
Registration is possible by sending a letter to Enfo Oyj/Nathalie Siivola, P.O.
Box 1582, 70461 Kuopio; by e-mail to nathalie.siivola(at)enfo.fi or by telephone
on +358 44 719 3001/Nathalie Siivola. The registration must reach the company
before the expiry of the registration period.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Annual
General Meeting on the basis of shares that would entitle them to be registered
in the shareholders' register held by Euroclear Finland Ltd on 12 March 2012. In
addition, the right to participate requires that the holders of nominee-
registered shares are temporarily entered into the shareholders' register held
by Euroclear Finland Ltd on the basis of these shares by 19 March 2012 at 10:00
a.m. This is considered to be registration for the Annual General Meeting with
regard to nominee-registered shares.
Such shareholders are advised to request from their custodian bank, without
delay, the necessary instructions regarding registration in the temporary
shareholder's register of the company, the issuing of proxy documents and
registration for the Annual General Meeting. The account management organisation
of the custodian bank has to register a holder of nominee-registered shares who
wishes to participate in the general meeting in the temporary shareholder
register of the company at the latest by the time stated above.
3. Use of a proxy, powers of attorney and the right to present questions
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation.
A proxy shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder. It is requested that the
proxy document be submitted to the company in connection with registration.
In accordance with Section 5(25) of the Companies Act, a shareholder present at
a general meeting of shareholders has the right to present questions on matters
dealt with by the meeting.
4. Other information
On the date of this notice of the general meeting, 27 February 2012, the total
number of shares and votes in the company is 589,120. Of the shares, 1238 were
held by the company on the date of the notice of the meeting.
Kuopio, 27 February 2012
ENFO OYJ
Board of Directors
For additional information, please contact: Arto Herranen, Managing Director,
tel. +358 44 7193 000 (e-mail format:firstname.lastname(at)enfo.fi).
Enfo is a Nordic IT service company which provides companies and organisations
with easy-to-use IT services. In its services, Enfo utilises more than 45 years
of experience in IT and the competence of its expert IT professionals.
Approximately 800 top experts ensure that Enfo`s customers get the best out of
their IT. Enfo`s annual turnover is over EUR 140 million. For further
information about Enfo, please visit www.enfo.fi and www.enfo.se.
Distribution: main media and www.enfo.fi
Enfo Oyj
Business ID: 2081212-9
Visiting address: Kiveläntie 4, Kuopio, Finland
Postal address: P.O. Box 1582, FI-70461 Kuopio, Finland
Billing address: P.O. Box 5005, FI-70701 Kuopio, Finland
Switchboard: +358 20 54321
Fax: +358 20 543 2355
E-mail:firstname.lastname(at)enfo.fi
This announcement is distributed by Thomson Reuters on behalf of
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(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: Enfo via Thomson Reuters ONE
[HUG#1589395]
Unternehmensinformation / Kurzprofil:
Datum: 28.02.2012 - 08:10 Uhr
Sprache: Deutsch
News-ID 119228
Anzahl Zeichen: 15066
contact information:
Town:
Kuopio
Kategorie:
Business News
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