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Decisions taken by Vacon Plc's Annual General Meeting and the Board of Directors' organizing meeting


March 27, 2014 - London

Vacon Plc, Stock Exchange Release, 27 March 2014 at 5.30 p.m. (EET)

Vacon Plc's Annual General Meeting (AGM) was held in Vaasa today, 27 March 2014.

Payment of dividend

The AGM adopted the proposal by the Board of Directors to pay a dividend of EUR 1.30 per share. The record day for the dividend payment is 1 April 2014. The dividend will be paid on 8 April 2014.

Adoption of the annual accounts and resolution on the discharge from liability

The annual accounts of Vacon Plc for the fiscal year 2013 were approved and the members of the Board of Directors as well as the President and CEO were discharged from liability for the fiscal year 2013.

Board of Directors, remunerations and auditor

The number of members of the Board of Directors was confirmed to be seven. Pekka Ahlqvist, Jari Eklund, Jan Inborr, Juha Kytölä, Panu Routila and Riitta Viitala were re-elected as members of the Board of Directors, and Jari Koskinen was elected as a new member of the Board.

The AGM resolved to pay the members of the Board of Directors a basic fee of EUR 1,500 a month and an additional fee of maximum EUR 3,000 a month. The additional fee is determined based on the development of the Group's revenues and operating profit for the fiscal year 2014. It was resolved that the Chairman of the Board of Directors shall be paid twice the basic fee and the additional fee of the members of the Board of Directors. In addition, the compensation for attendance at the meetings of the Board of Directors' permanent committees will be EUR 500 per meeting. The travel expenses of the members of the Board of Directors will be compensated in accordance with the Company's Travel Policy.

The number of auditors was confirmed to be one. PricewaterhouseCoopers Oy was elected as the Company's auditor with Markku Katajisto (APA) as the principal auditor. The remuneration for the Auditor will be paid according to the Auditor's reasonable invoice as accepted by the Company.

Shareholders' Nomination Board

The Annual General Meeting approved the Board of Directors' proposal to establish for an indefinite period a Shareholders' Nomination Board to prepare proposals to the Annual General Meeting for the election and remuneration of the members of the Board of Directors and the remuneration of the members of the Nomination Board. In addition, the Board of Directors proposes the adoption of the Charter of the Shareholders' Nomination Board.

Further details on the purpose, composition and tasks of the Shareholders' Nomination Board are available in Vacon's stock exchange release published on 20 February 2014 and on the Company's website on www.vacon.com.

Share split, i.e. increasing the number of shares through a share issue without payment

The Annual General Meeting approved the Board of Directors' proposal to increase the number of shares in the Company by issuing new shares to the shareholders without payment in proportion to their holdings so that one (1) share will be given for each existing share. Based on the number of the shares on the date of this notice, a total of 15,295,000 new shares will be issued, so that after the share issue, there will be a total of 30,590,000 shares.

The share issue will be implemented in the book-entry system and does not require measures by the shareholders. The shareholders, who are registered in the Company's shareholder register on the record date for the share issue, 1 April 2014, are entitled to shares. The new shares shall be registered approximately on 1 April 2014, and shall generate shareholder rights as of said registration. The new shares are planned to be admitted to public trading and entered into the book-entry system on 2 April 2014. Said new shares will not entitle their holders to the dividend to be decided in the Annual General Meeting for the fiscal year 2013.

Authorizations of the Board of Directors

The AGM adopted the proposals of the Board of Directors to authorize the Board of Directors to resolve to repurchase shares in the Company as well as to decide on a share issuance and donations.

The Board of Directors was authorized to decide on the repurchase of maximum 1,400,000 own shares, which corresponds to appr. 9.2 percent of all of the shares in the Company. After the share issue without payment (split), the maximum number of own shares which can be repurchased on the basis of this authorization shall be increased and the authorization shall apply to a maximum of 2,800,000 own shares. The authorization is effective until 30 June 2015. The authorization cancels the authorization given by the AGM on 26 March 2013 to decide on the repurchase of the Company's own shares.

The Board of Directors was authorized to decide on the issuance of shares so that the number of shares to be issued shall not exceed 1,529,500 shares, which corresponds to 10 percent of all the shares in the Company. After the share issue without payment (split), the maximum number of shares which can be issued shall increase and the authorization shall apply to a maximum of 3,059,000 shares. The authorization is effective until 27 March 2019, and cancels the authorization given by the AGM on 26 March 2013, to decide on the issuance of shares.

The Board of Directors was authorized to decide on donations not exceeding EUR 30,000 in total and their recipients, amounts and terms. The authorization is effective until the close of the next Annual General Meeting.

The proposals of the Board of Directors, approved by the AGM, regarding said authorizations were reported in more detail in the stock exchange release of 27 February 2014.

The minutes of the AGM is available on the Company's website on www.vacon.com/investors/Corporate-Governance/Annual-general-meetings/Vacon-AGM-2014/ as of 10 April 2014 at the latest.

Decisions taken by the Board of Directors at its organization meeting

After the AGM, the Board of Directors at its organization meeting elected Panu Routila as Chairman and Jari Eklund as Vice Chairman of the Board. Panu Routila (Chairman), Jari Eklund and Juha Kytölä were elected as the members of the Board's Audit Committee.

At its organization meeting, the Board of Directors also resolved to establish a Human Resources Committee. The Human Resources Committee replaces the former Nomination and Remuneration Committee after the AGM resolved to establish the Shareholders' Nomination Board.

The Human Resources Committee will assist the Board e.g. in the preparation of matters pertaining to remuneration and incentive plans, in the planning of key personnel succession and in the monitoring of job satisfaction. The purpose of the Committee is to ensure that the Group's human resources strategy supports the long-term strategic goals of the business operations.

Jan Inborr (Chairman), Pekka Ahlqvist and Riitta Viitala were elected as the members of the Human Resources Committee.

VACON PLC

Board of Directors

Further information:

  • Director, Corporate Communications and Investor Relations, Sebastian Linko, Phone +358 40 837 1634

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 30 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).

Driven by Drives, www.vacon.com

Distribution:

NASDAQ OMX Helsinki
Financial Supervisory Authority
Main media

 




This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
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

HUG#1772238

GlobeNewswire

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