The Annual General Meeting of shareholders of AvestaPolarit Oyj Abp
will be held at the Dipoli Congress Centre, at Otakaari 24, FIN-02150 Espoo, Finland on Tuesday, 9 April 2002 at 2.00 p.m. Registration for attendance and distribution of voting slips will begin at 1.00 p.m.
Items on the agenda of the Meeting
In addition to the ordinary items specified in Section 14 of the Articles of Association the agenda for the Meeting will include proposals by the Board of Directors as follows:
- The proposal by the Board of Directors to issue warrants to the key personnel of the AvestaPolarit Group, as well as to a wholly-owned subsidiary of AvestaPolarit Oyj Abp. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the warrants form a part of the incentive and commitment program for the key personnel. The number of warrants issued will be 6,400,000. Of the warrants, 1,600,000 will be marked with the symbol 2002A, 2,400,000 will be marked with the symbol 2002B and 2,400,000 will be marked with the symbol 2002C. The warrants entitle to subscription of a maximum of 6,400,000 shares in AvestaPolarit Oyj Abp.
The share subscription price for warrant 2002A shall be the trade volume weighted average quotation of the AvestaPolarit Oyj Abp share on the Helsinki Exchanges between 1 April and 30 April 2002, for warrant 2002B the trade volume weighted average quotation of the AvestaPolarit Oyj Abp share on the Helsinki Exchanges between 1 April and 30 April 2003 and for warrant 2002C the trade volume weighted average quotation of the AvestaPolarit Oyj Abp share on the Helsinki Exchanges between 1 April and 30 April 2004.
From the share subscription price of warrants shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the subscription price but before the date of the share subscription.
The share subscription period for the warrants shall begin in stages on 1 April 2004, on 1 April 2005, on 1 April 2006, and shall end on 30 April 2009 for all warrants.
The number of shares in AvestaPolarit Oyj Abp can, as a result of the subscriptions with the 2002 warrants, increase by a maximum of 6,400,000 new shares and the share capital increase by a maximum of 3,456,000 euros.
- The proposal by the Board of Directors to authorise the Board of Directors to increase the share capital by issuing new shares and by taking out convertible loans, in one or more instances. The increase may amount to a maximum of 37,685,767.86 euros or 69,788,459 shares.
The Board of Directors has the authority to define the share subscription price and the terms and conditions applicable to the convertible loans. The Board may resolve that shares can be subscribed and convertible loans be taken against contribution in kind or on otherwise special terms. The Board of Directors may resolve to increase the share capital in deviation from the shareholders' pre-emptive rights to the share subscription provided that from the company's perspective important financial grounds exist, such as financing or execution of a business acquisition or another arrangement.
The authorisation is proposed to be valid for a period of one year from the date of the Annual General Meeting and will remain subject to the governance principles of the Shareholders' Agreement executed by and between Outokumpu Oyj and Corus Group plc, the main shareholders of AvestaPolarit Oyj Abp.
Further material and copies available
Copies of the 2001 Annual Accounts and the proposals by the Board of Directors will, from 28 March 2002 until the date of the Meeting, be available for inspection by shareholders on the Company's website at www.avestapolarit.com as well as at the Corporate Management offices at Linnoitustie 4 A, FIN-02600 Espoo, Finland and Vasagatan 8 - 10, SE-10327 Stockholm, Sweden. Copies of these documents will be sent to shareholders upon request.
Right to attend the Annual General Meeting
In order to attend the Annual General Meeting, shareholders must be registered in the Shareholders' Register of the Company, maintained by the Finnish Central Securities Depository Ltd. (Suomen Arvopaperikeskus Oy) (the "APK"), on 27 March 2002. Shareholders who own their shares through a nominee shareholder must contact their bank or broker to be temporarily recorded in the Shareholders' Register in their own name. Accordingly, also those shareholders whose shareholdings are registered with the Swedish Central Securities Depository and Clearing Organisation (VPC AB) (the "VPC") should request temporary registration with the APK by delivering a specific VPC form to the VPC. The form is available at the Company's Corporate Management offices both at Linnoitustie 4 A, FIN-02600 Espoo, Finland and Vasagatan 8 - 10, SE-10327 Stockholm, Sweden. These forms will also be sent to shareholders upon request. To allow sufficient time for the temporary registration the VPC form must be delivered to the VPC by 3.00 p.m. Swedish time on 22 March 2002, at the latest.
In order to attend the Annual General Meeting, shareholders must also notify the Company of their intention to do so by telephone to +358-9-57645546, by fax to +358-9-57645553, by letter addressed to AvestaPolarit Oyj Abp, P.O Box 270 (Linnoitustie 4 A), FIN-02601 Espoo, Finland, by e-mail to agm@avestapolarit.com or at AGM Registration. The notification must be received by the Company by 4.00 p.m. Finnish time on 2 April 2002, at the latest.
Shareholders who wish to be represented by proxy at the General Meeting, must deliver the proxy document (copy or original) to the Company by fax to +358-9-57645553 or otherwise to the Company's office at Linnoitustie 4 A, FIN-02600 Espoo, Finland, by 4.00 p.m. Finnish time on 2 April 2002, at the latest. Shareholders are reminded that the original proxy document must be submitted to the Company latest at the General Meeting.
Dividends
The Board of Directors is proposing a dividend of 0.08 euros per share. The dividend will be paid to the shareholders who are registered in the Shareholders' Register of the Company maintained by the APK or who are registered with the VPC on the record date 12 April 2002. The dividend is proposed to be paid in euros to those shareholders registered with the APK and in Swedish krona to those registered with the VPC. Payment of the dividend is proposed to be effected as of 24 April 2002.
INFORMATION MEETING FOR SHAREHOLDERS IN STOCKHOLM ON 10 APRIL 2002
Shareholders who will not be in a position to attend the Annual General Meeting in Espoo, Finland, will have an opportunity to take part in an information meeting in Stockholm, Sweden, which will be attended by senior Company management. The information meeting will include a briefing on the Annual General Meeting agenda issues and resolutions, and a presentation by the Chief Executive Officer.
The information meeting will be held at Konferenshallen Polstjärnan, Sveavägen 77, SE-10432 Stockholm on 10 April 2002 beginning at 5.00 p.m. Swedish time. Shareholders who wish to attend this meeting are requested to confirm their participation no later than on 2 April 2002 by telephone to +46-8-6133648, by fax to +46-8-6134401 or by e-mail to inger.waern@avestapolarit.com.