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ReleasesShareholders of Solteq Plc are hereby invited to the Annual General Meeting of Shareholders to be held on 17 March 2014 at 12 p.m. in the Company's premises, address Eteläpuisto 2, Tampere.
A. Matters on the agenda of the General Meeting:
Matters pertaining to the Annual General Meeting of Shareholders under Section 12 of the Articles of Association and the Companies Act.
The agenda includes a review by the CEO in connection with the presentation of the annual report.
Resolution on the use of the profit:
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.03 per share be paid from the financial year ended on 31.12.2013.
The dividend will be paid to shareholders who on the record date of 20.4.2014 are registered as shareholders in the Company's shareholders' register held by Euroclear Finland Oy. The Board of Directors proposes that the dividend is paid on 27.3.2014.
In addition, the Board of Directors propose to the annual general meeting that the Board is authorized in accordance with the Finnish Companies Act 13 chapter 6§ 2 paragraph to decide on a maximum dividend of 0,05 euros per share or other distribution of funds from the distributable equity fund as well as to decide upon the timing of the distribution and other details. The authorization is proposed to be valid until the beginning of the next Annual General Meeting. With the current number of shares the complete use of this authorization would mean distributing 750 thousand euros to the shareholders.
Other proposals by the Board of Directors to the General Meeting
The Board of Directors propose that the Board of Directors is authorized to decide on the purchase of the Company's own shares to improve the capital structure, to be used as a part of remuneration of personnel, to finance and execute business acquisitions and other business arrangements or to be further transferred or cancelled. The proposal includes authorization to take company’s own shares as a pledge. According to the proposal, the total number of the shares purchased shall not exceed 10 percent of all shares of the Company and they can be purchased otherwise than in proportion to the shareholdings of the shareholders. The shares shall be purchased through public trading. The authorization includes that the Board of Directors may decide the terms and other matters concerning the purchase of own shares. The authorization is proposed to be effective until the next Annual General Meeting.
The Board of Directors propose that it is authorized to give new shares or convey company’s own shares. The authorization would be executed by one or more share issues, maximum total amount being 3.000.000 shares. The authorization includes a right to deviate from the shareholders’ pre-emptive right of subscription. The authorization includes that the Board of Directors may decide the terms and other matters concerning the share issue. This authorization does not overrule earlier given authorizations by the annual general meeting.
B. Documents of the General Meeting
The annual report and other documents of the General Meeting will be available from 19.2.2014 from Company's premises in Tampere, address Eteläpuisto 2, 33200 Tampere. Copies of these documents will be sent to shareholders upon request. The documents are also available on the Company's website /annual-reports no later than 19.2.2014.
C. Instructions for the participants in the General Meeting
Each shareholder who latest on 5.3.2014 is registered in the shareholders' register held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder who wants to participate in the General Meeting shall register for the meeting no later than on Monday 10.3.2014 at 4 p.m.by giving a prior notice of participation. Such notice can be given by telephone +358 40 8444 202, by telefax +358 20 1444 222 or by e-mail to katiye.saadetdin@solteq.com. In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone and the name of possible assistant or proxy representative and the personal identification number of a proxy representative. All registrations shall arrive prior to the registration deadline. Possible proxy documents shall be delivered at registration.
A holder of nominee registered shares who wants to participate in the General Meeting shall be entered into the temporary shareholders' register on the record date of 5.3.2014. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register, 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 into the temporary shareholders' register of the Company at the latest on 12.3.2014 at 10 a.m.
The share owner has, according to the Companies Act 5 Chapter 8 §, the right to use a representative in the Annual General Meeting, and according to the same chapter’s 25 § the right to make inquiries in this meeting.
On the date of this notice 13.2.2014, the total number of shares and votes in Solteq Plc is 14.998.061 and the Company holds 23.404 own shares.
Helsinki, February 13, 2014
Solteq Oyj
Board of Directors
Distribution:
NASDAQ OMX Helsinki
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