OKMETIC OYJ STOCK EXCHANGE RELEASE 14 APRIL 2015 AT 1.45 P.M.
DECISIONS OF THE ANNUAL GENERAL MEETING OF OKMETIC OYJ
The annual general meeting of Okmetic Oyj was held on Tuesday 14 April 2015 at 10.00 a.m. in the Finnish Aviation Museum in Vantaa, Finland. The annual general meeting adopted the annual accounts and the consolidated annual accounts for the financial year 2014 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 0.15 euro per share (in total 2.5 million euro). The dividend will be payable to shareholders who are registered in the shareholders' register maintained by Euroclear Finland Ltd. on the dividend record date, Thursday 16 April 2015. The dividend will be paid on Thursday, 23 April 2015.
In January 2015, Okmetic paid a dividend of 0.30 euro per share. Thus, the total dividend for the financial year 2014 amounts to 0.45 euro per share.
Additionally, in accordance with the board's proposal, the annual general meeting authorised the board of directors to decide at its discretion on the payment of dividend should the company's financial situation permit this. The additional dividend paid on the basis of the authorisation, summing up all possible separate decisions on dividend payment, may amount up to a maximum of 0.60 euro per share and 10,200,000 euro in total. A dividend paid on the basis of the board's decision will be paid to shareholders, who are registered in the shareholders' register maintained by Euroclear Finland Ltd on the dividend record date set by the board. The board of directors decides on the record date for the dividend payout and on the payment date, which may be the fifth banking day after the record date at the earliest. 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 confirmed that the company's board of directors will consist of five members. Mr. Jan Lång, Mr. Hannu Martola, Mr. Mikko Puolakka, and Mr. Henri Österlund were re-elected as members of the board of directors, and Ms. Riitta Mynttinen was elected as a new board member, all until the end of the next annual general meeting.
Ms. Riitta Mynttinen (born 1960) holds a master's degree in engineering and an MBA. Her latest position was Vice President in Minerals Technologies Europe NV. She has high level business expertise from Europe, USA and Asia in coating, chemical and paper industries. Ms. Mynttinen is member of the board of directors of Tikkurila Oyj since year 2011, and member of the board of directors of Mint of Finland since 2010.
The board of directors elected Mr. Jan Lång as its chairman and Mr. Henri Österlund 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 20 May 2015. The number of remuneration shares shall be determined according to the closing quotation of the company's share on 19 May 2015. In addition, the board members will be paid meeting remuneration, amount of which is 750 euro per meeting for the chairman of the board and 500 euro per 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, Mr. 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 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 864,375 shares, which represents approximately five 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 other 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 on other terms and conditions. Shares can be repurchased otherwise than in the shareholders' proportional holding of shares (directed repurchase). The authorisation cancels the authorisation to decide on the repurchase and/or acceptance as a pledge of the company's own shares given to the board of directors by the annual general meeting on 9 April 2014. The authorisation is effective until the next annual general meeting, however, no longer than until 14 October 2016.
AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON ISSUANCE OF SHARES, TRANSFER OF THE COMPANY'S OWN SHARES AND ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES
The annual general meeting authorised the board of directors to decide on issuance of shares, transfer of the company's own shares, and issuance of special rights entitling to shares according to Chapter 10, Section 1 of the Finnish Limited Liability 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 2,593,125 shares.
The board of directors decides on all terms and conditions of the issuance of shares, 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 Limited Liability Companies Act. The authorisation concerns both issuance of new shares as well as transfer of the company's own shares. The issuance of shares, 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 Limited Liability Companies Act may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorisation cancels the authorisation to decide on issuance of shares, transfer of the company's own shares and issuance of special rights entitling to shares given to the board of directors by the annual general meeting on 9 April 2014. The authorisation is effective until the next annual general meeting, however, no longer than until 14 October 2016.
Minutes of the annual general meeting will be available on the company's website www.okmetic.com > Investors > General meeting on 28 April 2015 at the latest.
OKMETIC OYJ
Kai Seikku
President
For further information, please contact:
Kai Seikku, President, Okmetic Oyj,
Tel. +358 9 5028 0232, 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
Okmetic is a technology company which supplies tailor-made silicon wafers for sensor and semiconductor industries. 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 global customer base and sales network, production plants in Finland and in the US and contract manufacturers in Japan and in China. Okmetic's shares are listed on Nasdaq Helsinki under the code OKM1V. For more information on the company, please visit our website at www.okmetic.com.
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