PKC Group Plc Company Announcement 10 March 2017 9.00 a.m.
Notice to the Annual General Meeting of PKC Group Plc
Notice is given to the shareholders of PKC Group Plc to the Annual General Meeting to be held on 5 April 2017 at 1.00 p.m. in Helsinki, at Pörssitalo, at the address: Fabianinkatu 14. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.00 a.m. (noon).
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Review by the Chairman of the Board of Directors
7. Presentation of the financial statements, the report of the Board of Directors and the Auditor’s report for the year 2016
- Review by the President & CEO
8. Adoption of the financial statements
9. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The parent company’s distributable funds are EUR 128.4 million, of which EUR 57.1 million is distributable as dividends, including the net profit (loss) for the financial year EUR 8.8 million.
Motherson Sumi Systems Limited’s voluntary public tender offer announced in January 19, 2017 is recommended by the Board of Directors and should the offer be completed no dividend shall be paid.
The Board of Directors will propose to the Annual General Meeting to be held on 5 April 2017 that a dividend of EUR 0.70 per share be paid for a total of EUR 16.9 million and that the remainder of the distributable funds be transferred to shareholders’ equity. The number of shares may change due to share subscriptions registered before the record date. In the view of the Board of Directors, the proposed dividend pay-out will not put the company’s liquidity at risk.
The dividend proposal is conditional upon
- the conditions for the completion of Motherson Sumi Systems Limited’s voluntary public tender offer (”Tender Offer”) announced on 19 January 2017 having not been fulfilled (or waived) and
- Tender offer having not been completed.
The Board of Directors furthermore will propose to the Annual General Meeting that Board of Directors be authorized to decide, subject to the fulfillment of and in line with the above mention conditions, upon the record date for the dividend pay-out and the dividend payment date as well as other required actions related thereto. Before the Board of Directors carries out the Annual General meeting’s resolution, it has to evaluate in accordance with the Companies Act whether company’s liquidity and financial position have changed after the Annual General Meeting to such an effect that the Companies Act’s prerequisites for dividend pay-out are no longer fulfilled.
The Board of Directors will propose that the resolution and authorization be effective until the start of the next Annual General Meeting of Shareholders.
10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
11. Resolution on the remuneration of the members of the Board of Directors and the auditor
The Nomination Board proposes that the remuneration remain unchanged and
- the annual remuneration payable to the members of the Board of Directors to be elected for a term of office ending at the end of the next Annual General Meeting shall be the following: Chairman EUR 60,000, Vice Chairman EUR 45,000 and other Board members EUR 30,000;
- the chairmen of the board committees shall be paid an additional annual remuneration of EUR 10,000 and the other committee members EUR 5,000;
- the meeting fee for attending the board and committee meetings shall be the following: Chairmen EUR 1,200 per meeting, and other members EUR 800 per meeting. The meeting fees will be doubled in case member physically participates in a meeting held in a country, where member is not resident. No meeting fee shall be paid for the decision minutes drafted without holding a meeting;
- in addition, the travel and accommodation expenses related to the board and committee meetings shall be paid.
The Board of Directors proposes, upon Audit Committee’s proposal, that the remuneration and travel expenses for the auditor to be elected be paid according to the auditor's reasonable invoice.
12. Resolution on the number of members of the Board of Directors and the auditors
The Nomination Board proposes that six members shall be elected to the Board of Directors.
The Board of Directors proposes, upon Audit Committee’s proposal, that one audit firm shall be elected as auditor.
13. Election of members of the Board of Directors
The Board of Directors proposes, upon Nomination and Remuneration Committee’s proposal, that Wolfgang Diez, Henrik Lange, Shemaya Levy, Mingming Liu, Robert Remenar and Matti Ruotsala shall be re-elected as Board members. Reinhard Buhl has informed that he shall not be available for re-election to the Board of Directors.
14. Election of auditor
The Board of Directors proposes, upon Audit Committee’s proposal, that audit firm KPMG Oy Ab, which has announced Kim Järvi, Authorized Public Accountant, to be the Auditor with principal responsibility, shall be elected as auditor.
15. Closing of the meeting
B. Documents of the General Meeting
The aforementioned proposals of the Board of Directors as well as this notice are available on the Company’s website at www.pkcgroup.com. The Company’s Financial Statements for 2016, which contains the report by the Board of Directors, financial statements and Auditor’s report, as well as the Corporate Governance Statement, is available on the website at the latest on 14 March 2017. The proposals of the Board of Directors and the Annual report are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 19 April 2017 at the latest.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 24 March 2017 in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
A shareholder, who is registered in the shareholders’ register and who wants to participate in the Annual General Meeting, shall register for the meeting no later than 31 March 2017 by 10.00 a.m. by giving a prior notice of participation.
Such notice can be given:
a) on PKC’s webpage www.pkcgroup.com (http://www.pkcgroup.com/investors/annual-general-meeting/annual-general-meeting-2017.html)
b) by e-mail general.meeting@pkcgroup.com
c) by telephone +358 (0)20 1752 110 from Monday to Friday 9 a.m. - 4 p.m.
d) by regular mail to PKC Group Plc, Sanna Raatikainen, Bulevardi 7, FI-00120 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given is used only in connection with the Annual General Meeting and with the processing of related registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting. Possible proxy documents should be delivered in originals to PKC Group Plc, Sanna Raatikainen, Bulevardi 7, FI-00120 Helsinki, Finland before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 24 March 2017, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by 31 March 2017 by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholder’s register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders’ register of the Company at the latest on 31 March 2017 by 10.00 a.m.
4. Other information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the Annual General Meeting, the total number of shares and votes in PKC Group Plc is 24,125,387.
Helsinki, 10 March 2016
PKC Group Plc
Board of Directors
Matti Hyytiäinen
President & CEO
For additional information, contact:
Matti Hyytiäinen, President & CEO, PKC Group Plc, +358 400 710 968
Distribution:
Nasdaq Helsinki
Main media
www.pkcgroup.com
PKC Group is a global partner, designing, manufacturing and integrating electrical distribution systems, electronics and related architecture components for the commercial vehicle industry, rolling stock manufacturers and other selected segments. The Group has production facilities in Brazil, China, Germany, Lithuania, Mexico, Poland, Russia, Serbia and the USA. The Group's revenue from continuing operations in 2016 totalled EUR 846 million. PKC Group Plc is listed on Nasdaq Helsinki.
