VACON OYJ Vacon Plc, Stock Exchange Release, 16 December 2014 at 9.30 a.m. (EET)
Notice is given to the shareholders of Vacon Plc to the Extraordinary General Meeting to be held on Monday, 12 January 2015, at 9.00 a.m. at Vaasan Ylioppilastalo (Domus Bothnica) at the address Yliopistonranta 5, 65200 Vaasa, Finland. The reception of persons who have registered for the meeting will commence at 8.30 a.m.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary General Meeting, the following matters will be considered:
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. Resolution on the remuneration of the members of the Board of Directors
The Company's shareholder Oy Danfoss Ab representing more than 97 per cent of Vacon Plc's shares and votes will make its proposal on the remuneration of the members of the Board of Directors of Vacon Plc at the latest at the General Meeting.
7. Resolution on the number of members of the Board of Directors
The Company's shareholder Oy Danfoss Ab representing more than 97 per cent of Vacon Plc's shares and votes proposes that the number of the members of the Board of Directors of Vacon Plc be five (5).
8. Resolution on the members of the Board of Directors
The Company's shareholder Oy Danfoss Ab representing more than 97 per cent of Vacon Plc's shares and votes proposes that Niels Bjørn Christiansen, Kim Fausing, Jesper V. Christensen, Kim Christensen and Anders Stahlschmidt be elected to the Board of Directors for the term of office ending at the close of the Annual General Meeting 2015.
All the nominees have given their consent to the position and have stated as their intention, should they be elected, to elect Niels Bjørn Christiansen Chairman of the Board. All the proposed persons are considered independent of the Company and all of them are representatives of Danfoss A/S, a parent company of the Danfoss Group: Niels Bjørn Christiansen is the President & Chief Executive Officer, Kim Fausing is the Executive Vice President and Chief Operations Officer, Jesper V. Christensen is the Executive Vice President and Chief Financial Officer, Kim Christensen is the President of Danfoss Heating Solutions and Anders Stahlschmidt is Senior Vice President and General Counsel. Due to this the proposed Board members are not independent from the Company's largest shareholder Oy Danfoss Ab, who has initiated compulsory redemption proceedings for the remaining Vacon shares under the Finnish Companies Act and whose intention is to cause the shares of Vacon to be delisted from NASDAQ OMX Helsinki.
Further information on the nominees is available on the website of the Company (www.vacon.com).
9. Revoking the resolution to establish a Shareholders' Nomination Board
The Board of Directors proposes that the General Meeting revokes the resolution to establish a Shareholders' Nomination Board made by the Annual General Meeting on 27 March 2014.
10. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The aforesaid proposals relating to the agenda of the General Meeting as well as this notice are available on Vacon Plc's website at www.vacon.com:
http://www.vacon.com/ and at the General Meeting. The minutes of the meeting will be available on the same website as from 26 January 2015 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered in the shareholders' register of the Company held by Euroclear Finland Ltd. on the record date for the General Meeting, 29 December 2014, has the right to participate in the 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 of the Company and who wishes to participate in the General Meeting, shall register for the meeting by giving a prior notice of participation. Such notice has to be received by the Company no later than on 7 January 2015, at 10.00 a.m. and can be given:
a) on the Company's website at www.vacon.com/egm2015:
http://www.vacon.com/egm2015;
b) by telephone +358 40 8371 278; or
c) by regular mail to the address Vacon Plc, Maija Suutarinen, Runsorintie 7, 65380 Vaasa, Finland.
In connection with the registration, a shareholder shall state his/her name, personal or business identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of such proxy representative. The personal data given to Vacon Plc is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date for the General Meeting, i.e. on 29 December 2014, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the 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 7 January 2015 at 10.00 a.m. As regards nominee registered shares, this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the temporary shareholder's register of the Company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank well in advance. The account operator of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting also 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 general meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to the address Vacon Plc, Maija Suutarinen, Runsorintie 7, 65380 Vaasa, Finland before the end of the registration period.
4. Other information
Pursuant to chapter 5, section 25 of the Companies' Act, a shareholder who is present at the 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 General Meeting, the total number of shares in Vacon Plc is 30,590,000 which represent the same number of votes. The Company holds 56 164 own shares, which do not have any voting rights at the General Meeting.
Vantaa 15 December 2014
VACON PLC
THE BOARD OF DIRECTORS
Further information:
Sebastian Linko, Director, Corporate Communications and Investor Relations, +358 (0)40 8371 634, sebastian.linko(at)vacon.com
Vacon in brief
Vacon is driven by a passion to develop, manufacture and sell the best AC drives and inverters in the world - and provide customers with efficient product lifecycle services. Our AC drives offer optimum process control and energy efficiency for electric motors. Vacon inverters play a key role when energy is produced from renewable sources. Vacon has production and R&D facilities in Europe, Asia and North America, and sales offices in 31 countries. Further, Vacon has sales representatives and service partners in nearly 90 countries. In 2013, Vacon's revenues amounted to EUR 403.0 million, and the company employed globally approximately 1,600 people. The shares of Vacon Plc (VAC1V) are quoted on the main list of the Helsinki stock exchange (NASDAQ OMX Helsinki). Vacon is part of Danfoss Group
Driven by Drives, www.vacon.com
Distribution:
NASDAQ OMX Helsinki
Financial Supervisory Authority
Main media
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Vacon Oyj via Globenewswire
