Minutes of Extraordinary General Meeting of Vaahto Group Plc Oyj on June 19, 2012
VAAHTO GROUP PLC OYJ MINUTES OF MEETING 1/2012
EXTRAORDINARY GENERAL MEETING
Date 19.6.2012 at 1: 00 pm
Place Sibelius Hall, Ankkurikatu 7, Lahti.
Present Those present or represented at the meeting were the shareholders indicated in the list of votes approved during the meeting.
Also present were Johan Aalto, Chairman of the Board Reijo Järvinen, member of the Board Mikko Vaahto and Sami Alatalo (who ran for Board membership), acting CEO Ari Viinikkala, auditor Panu Juonala and some technical personnel.
1. Opening of the meeting
The meeting was opened by Reijo Järvinen, Chairman of the Board.
2. Calling of the meeting to order
Attorney Johan Aalto was elected chairman of the meeting. The chairman invited Leena Junninen to keep the minutes.
The chairman explained the procedures for handling matters on the agenda of the meeting.
3. Election of the persons to confirm the minutes and to supervise the counting of votes
Ritva Koivisto and Pertti Pelkonen were elected to confirm the minutes and to supervise the counting of votes.
4. Recording the legal convening of the meeting and establishment of a quorum
It was noted that the notice of the meeting had been published as a stock exchange release on May 23, 2012, and on the company’s Web site. The notice of the meeting was provided with the minutes as Appendix 1.
It was noted that the meeting had been convened as described in the Articles of Association and the companies Act, and that the convening was therefore valid and a quorum was established.
5. Recording of the attendance at the meeting and adoption of the list of votes
It was noted that, according to the list of votes, 12 shareholders were present at the beginning of the meeting, either in person or represented by a legal or authorized representative. According to the list of votes, 2 451 128 shares and 2 451 128 votes were represented at the meeting, constituting 62.8% of the company’s shares and votes.
The list of votes was approved (see Appendix 2).
6. Resolution on the number of Board members
In accordance with the proposal of the Board, the decision was made to confirm the number of Board members as five.
7. Election of Board member
In accordance with the proposal included in the notice of the meeting, the decision was made to elect the following person as Board members, in addition the present Board members, for the term that ends at the end of the first full Annual General Meeting after the election: Sami Alatalo.
It was noted, that after this to the Board of Directors of the company belong: Rainer Häggblom, Reijo Järvinen, Topi (Toivo Matti) Karppanen), Mikko Vaahto and Sami Alatalo.
8. Amending the financial period and the Articles of Association
In accordance with the proposal included in the notice of the meeting, the decision was made to change the normal financial period of the company to be January 1 – December 31 and extend the current financial period of the company, September 1, 2011 –August 31, 2012, to sixteen (16) months to end on December 31, 2012. It was noted, that the current financial period of the company is September 1, 2011 – December 31, 2012.
It was decided that the Article 8 of the Articles of Association shall be amended as follows:
“Article 8 The company’s financial period starts on January 1 and ends on December 31.”
The amended Articles of Association was provided with the minutes as Appendix 3.
9. Closing of the meeting
It was noted that all decisions had been made unanimously.
It was noted that, in keeping with the Companies Act, the minutes of the Annual General Meeting would be made available on the company’s Web site by July 3, 2012, at the latest.
The chairman closed the meeting.
examiner of the minutes
examiner of the minutes
1. Notice of the meeting
2. List of votes
3. Amended Articles of Association