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News Article | February 2, 2017
Site: globenewswire.com

Notice is given to the shareholders of Metsä Board Corporation to the Annual General Meeting to be held on Wednesday 23 March 2017 at 3.00 p.m. at the Finlandia Hall, Congress Wing, Hall A, at Mannerheimintie 13e, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.00 p.m. A. Matters on the agenda of the General Meeting At the General Meeting, the following matters will be considered: Review by the Chairman of the Board 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. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2016 8. Consideration of the annual result and resolution on the payment of dividend The Board of Directors proposes that a dividend of 0.19 euros per share be distributed for the financial year 2016. The dividend shall be paid to shareholders who on the record date for the dividend payment, 27 March 2017, are recorded in the shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 3 April 2017. 9. Resolution on the discharge of the members of the Board of Directors and the CEO 10. Resolution on the remuneration of the members of the Board of Directors The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that the annual remuneration for the members of the Board of Directors be increased by approximately 8 per cent such that the Chairman be paid EUR 95,000, the Vice Chairman EUR 80,000 and ordinary members EUR 62,500 per year. In addition, a fee of EUR 700 would be paid for each attended meeting of the Board of Directors and its Committees. The Committee additionally proposes that one half of the annual remuneration be paid in the company’s B-class shares to be acquired from public trading. The Committee finally proposes that an additional monthly remuneration of EUR 800 be paid to the Audit Committee Chairman also going forward. 11. Resolution on the number of members of the Board of Directors The Board of Directors' Nomination and Compensation Committee proposes that the number of members of the Board of Directors be nine (9) members. 12. Election of members of the Board of Directors The Board of Directors' Nomination and Compensation Committee proposes that board members Martti Asunta, Kari Jordan, Kirsi Komi, Kai Korhonen, Liisa Leino, Juha Niemelä, Veli Sundbäck and Erkki Varis be re-elected. The Committee further proposes that Jussi Linnaranta be elected as a new Board member. Mr Linnaranta holds a M.Sc. (Agriculture) degree and acts as an agriculture and energy entrepreneur. He has previously served in various positions at the information department of the Ministry of Agriculture and Forestry. Further information on proposed members and their independence is available on the Company’s website at www.metsaboard.com. The term of office of board members expires at the end of the next Annual General Meeting. 13. Resolution on the remuneration of the auditor The Board of Directors proposes, based on the Audit Committee’s recommendation, that a fee in accordance with the auditor's reasonable invoice, as approved by the Company, be paid to the auditor. The Board of Directors proposes, based on the Audit Committee’s recommendation, that auditing company KPMG Oy Ab be elected as auditor with APA Raija-Leena Hankonen as responsible auditor. The auditor’s term of office shall expire at the end of the next Annual General Meeting. 15. Authorization of the Board of Directors to issue new shares and special rights entitling to shares The Board of Directors proposes that the Board be authorized to decide on a share issue and the issue of special rights entitling to shares as defined in §1 of Chapter 10 of the Companies Act as follows. By virtue of the authorization the Board is entitled to issue up to 35,000,000 new B-series shares corresponding to approximately 10 per cent of all current shares. The Board would decide on all terms and conditions of share issues and the issues of special rights. The authorization covers both the issuance of new shares and the transfer of own shares. A share issue or the issue of special rights may be executed in deviation of the shareholders pre-emptive rights to subscribe for new shares (directed share issue). This authorization supersedes the Board authorization issued by the general meeting on 28 March 2012 to issue shares or special rights as defined in §1 of Chapter 10 of the Companies Act. This authorization shall be effective until 23 March 2022. The proposals for the decisions on the agenda of the Annual General Meeting as well as this notice are available on the company’s website at www.metsaboard.com. The annual report of Metsä Board Corporation, including the Company’s annual accounts, the report of the Board of Directors and the audit report is available on the above website no later than on 1 March 2017. Said documents are also available at the meeting. Copies of such documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the Company’s website no later than on 6 April 2017. C. Instructions to the participants of the General Meeting Each shareholder, who is on 13 March 2017 registered 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 wants to participate in the Annual General Meeting, shall register for the meeting by 11.00 a.m. on 20 March 2017 at the latest by giving a prior notice of participation. Such notice can be given as of 2 February 2017: a) on the Company’s website at www.metsaboard.com; c) by mail to Metsä Board Corporation, Legal Services/Nenonen, P.O. Box 20, FI-02020 Metsä; or d) by telephone as of 13 February on weekdays between 10 a.m. and 11 a.m. to +358104654102. In connection with 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 such proxy representative. 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 13 March 2017 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 10 a.m. on 20 March 2017. As regards nominee registered shares this constitutes due registration for the general meeting. A holder of nominee registered shares is advised to request from his/her custodian bank, without delay, necessary instructions regarding the registration in the shareholder’s register of the Company, the issuing of proxy documents and registration for the general meeting. The account management organisation of the custodian bank shall register a holder of nominee registered shares wishing to participate in the general meeting to be temporarily entered into the shareholders’ register of the Company by the above specified time at the latest. A shareholder may participate in the 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. Possible proxy documents shall be delivered in original to Metsä Board Corporation, Legal Services/Nenonen, P.O. Box 20, FI-02020 Metsä before the last day of registration. Pursuant to chapter 5, paragraph 25 of the Company’s Act, a shareholder who is present at a general meeting has the right to request information with respect to the matters to be considered at the meeting. The personal data given to the company is used only in connection with the general meeting and the processing of related registrations. On the date of this notice, the total number of shares in Metsä Board Corporation is 35,895,651 A-shares and 319,617,095 B-shares carrying an aggregate of 1,037,530,115 votes. According to the Articles of Association each A share carries twenty (20) votes while each B share carries one (1) vote.


News Article | March 1, 2017
Site: globenewswire.com

Notice of Annual General Meeting 1 March 2017 at 10:00 a.m. The shareholders of Orava Residential REIT plc are invited to the Annual General Meeting, which is held on TUESDAY 22 March 2017 at 10:00 a.m. in the 'Balder-sali' at Aleksanterinkatu 12, Helsinki. The reception of those registered for the meeting will start at 9:00 a.m. Before the meeting, coffee will be served for the attendees and after the meeting, a salad lunch will be served. A. Matters dealt with at the Annual General Meeting 3. Election of the examiners of the minutes and supervisors of vote counting 4. Establishment of the legality of the meeting 5. Verification of attendees and confirmation of the list of votes 6. Presentation of the financial statements, Board of Directors' report and auditor's report for 2016 7. Adoption of the financial statements 8. Use of the profit shown by the statement of financial position and deciding on payment of dividends The Board of Directors proposes that the Board of Directors is authorised to decide on distribution of profit for 2016 before 31 December 2017 as follows: No more than EUR 0.12 per share will be paid in dividends for shares (ISIN code FI4000068614) issued in the book-entry system no later than on 21 March 2017 according to the following table. No more than EUR 1,151,869.20 will be distributed in dividends. The dividends will be paid in four instalments of EUR 0.03. The dividend payment dates are 31 March 2017, 30 June 2017, 29 September 2017 and 29 December 2017. The Board of Directors will be authorised to decide on the amount of dividends for each quarter within the limits. The Board of Directors will be obligated to supervise solvency before the payment of each dividend and, as necessary, reduce the amount of dividends to be paid in each quarter if the company's solvency were to be endangered due to the distribution of dividends. The Board of Directors will be authorised to decide at its meetings on the dividend record dates 9. Deciding on discharge from liability for members of the Board of Directors and the CEO 10. Deciding on the remuneration of members of the Board of Directors The Board of Directors proposes that the remuneration of Board members be as follows: chairman EUR 2,000 and members EUR 1,200 per month, plus a meeting-specific fee of EUR 600 for the chairman and EUR 300 for a member for attendance at meetings. 11. Deciding on the number of members of the Board of Directors The Board of Directors proposes that 6 members be elected for the Board of Directors. 12. Election of members of the Board of Directors The Board of Directors proposes that Patrik Hertsberg, Mikko Larvala, Veli Matti Salmenkylä, Jouni Torasvirta and Timo Valjakka be re-elected and Petra Thorén be elected as a new member of the Board of Directors. All the candidates have given their consent for the election. Of the current members of the Board of Directors, Tapani Rautiainen has announced that he is not available for re-election. Presentation of the proposed Petra Thorén will be available at www.oravaasuntorahasto.fi. 13. Deciding on the remuneration of the auditor The Board of Directors proposes that the fees of auditors be paid according to the invoice. The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorised Public Accountants, with Tuomas Honkamäki, Authorised Public Accountant, as the chief auditor, be elected as the company's auditor. 15. Authorisation of the Board of Directors to decide on share issues and issues of option rights and other special rights entitling to shares The Board of Directors proposes that the Annual General Meeting decide to authorise the Board of Directors to issue shares so that, on the basis of the authorisation, the Board of Directors may issue no more than 5,000,000 of the company's shares without dividend rights during year 2017. On the basis of the authorisation, the Board of Directors may use directed issues. Shares may be issued in deviation from shareholders' pre-emptive rights through a directed issue if there is a weighty financial reason for it from the point of view of the company, such as developing the company's capital structure or financing or implementing transactions in shares in housing companies. The subscription price of shares may be paid in cash or, instead of cash, in its entirety or partly in subscriptions in kind. The Board of Directors proposes that the authorisation be valid until 31 March 2018. The authorisation will repeal the previous authorisation given on 22 March 2016. The aforementioned decision proposals concerning the agenda of the Annual General Meeting and this notice of meeting are available on the website of Orava Residential REIT plc at www.oravaresidentialreit.com. The financial statements, Board of Directors' report and auditor's report of Orava Residential Real Estate Investment Trust plc are available on the aforementioned website no later than on 1 March 2017. The decision proposals and other aforementioned documents are also available at the Annual General Meeting, and, on request, copies of them and this notice of meeting will be sent to shareholders. The minutes of the Annual General Meeting (in Finnish) will be available on the aforementioned website as of 5 April 2017. A shareholder who is registered in the company's shareholders' register maintained by Euroclear Finland Ltd on the record date of the Annual General Meeting 10 March 2017 has the right to attend the Annual General Meeting. A shareholder whose shares are entered in their personal Finnish book-entry account is registered in the company's shareholders' register. A shareholder registered in the shareholders' register who wants to take part in the Annual General Meeting shall register with the company no later than on 17 March 2017 at 5:00 p.m. Registration may take place: In connection with registration, the name of the shareholder, personal identity code/business ID, address, telephone number and the name of any potential assistant, authorised agent or legal representative shall be notified. The personal information disclosed by the shareholder to the Orava Residential REIT plc will only be used in connection with the Annual General Meeting and the handling of the related necessary registrations. The shareholder, their representative or agent shall be able to prove their identity and/or right of representation at the place of the meeting. The owner of nominee-registered shares has the right to attend the Annual General Meeting pursuant to shares on the basis of which they would have the right to be registered in the shareholders' register maintained by Euroclear Finland Ltd on the record date of the Annual General Meeting on 10 March 2017. Attendance also requires that the shareholder is temporarily entered in the shareholders' register maintained by Euroclear Finland Ltd no later than 17 March 2017 by 10:00 a.m. With regard to nominee-registered shares, this is considered as a registration for the Annual General Meeting. The owner of nominee-registered shares is instructed to well in advance request the necessary instructions from the administrator of their property concerning the registration in the temporary shareholders' register, provision of powers of attorney and registration for the Annual General Meeting. The account manager entity of the administrator of property shall announce the owner of nominee-registered shares who wants to take part in the Annual General Meeting to be temporarily registered in the company's shareholders' register no later than at the aforementioned time. 3. Use of an agent and powers of attorney A shareholder may take part in the Annual General Meeting and exercise their rights there through an agent. A shareholder's agent shall present a dated power of attorney, or they must otherwise in a reliable manner prove that they are entitled to represent the shareholder. If a shareholder participates in the Annual General Meeting using several agents that represent the shareholder using shares on different book-entry accounts, they shall in connection with registration announce the shares based on which each agent represents the shareholder. It is requested that any potential powers of attorney be delivered in the original to Orava Residential REIT plc, Shareholders' register, Fabianinkatu 14 B, FI-00100 HELSINKI, Finland, before the end of the registration period. A shareholder present at the Annual General Meeting has the right to pose questions on matters dealt with at the meeting in accordance with chapter 5, section 25, of the Limited Liability Companies Act. On the date of the notice of meeting, 1 March 2017, Orava Residential REIT plc has a total of 9,598,910 shares that represent 9,598,910 votes.


News Article | February 23, 2017
Site: globenewswire.com

HOUSTON, Feb. 23, 2017 (GLOBE NEWSWIRE) -- Frank’s International N.V. (NYSE:FI) (the “Company” or “Frank’s”) today reported revenues of $108.0 million and net loss of $66.2 million, or $0.30 per share, for the three months ended December 31, 2016. Adjusted loss per share for the fourth quarter was $0.18, excluding $17.2 million in severance and other charges and $9.8 million in merger and acquisition associated costs, net of tax, with weighted average shares outstanding of 218.1 million. Excluded items are referenced in the non-GAAP reconciliation included in this release. Adjusted EBITDA for the quarter was $5.0 million or 4.6% of revenue. Full year 2016 revenues were $487.5 million and net loss was $135.3 million, or $0.77 per share. Adjusted loss per share was $0.52, excluding $32.7 million in severance and other charges and $9.8 million in merger and acquisition associated costs, net of tax, with weighted average shares outstanding of 176.6 million. Excluded items are referenced in the non-GAAP reconciliation included in this release. Adjusted EBITDA was $25.0 million or 5.1% of revenue. Fourth quarter and full year 2016 results include $26.9 million and $42.5 million, or $0.12 and $0.25 per share, respectively, of severance and other charges and merger and acquisition associated costs, net of tax, related to workforce reductions and the acquisition of Blackhawk Specialty Tools, LLC and affiliated companies. Douglas Stephens, Frank’s International’s President and Chief Executive Officer said, “In the face of a very challenging year for our industry and thus for Frank’s, we maintain one of the strongest financial positions in the oil service industry with net cash of more than $300 million. I’m very pleased with our continued focus on providing our customers with safe, reliable and quality service during a difficult 2016.” “Although our results were adversely impact by reduced customer spending, particularly on offshore projects, we still achieved several industry milestones helping customers reach their goals safely and more efficiently. We also made progress in growing in underrepresented markets like the Middle East while holding a leading share in our Gulf of Mexico and West Africa core markets. Finally, we took a big step towards becoming a broader well construction company with the acquisition of Blackhawk Specialty Tools.” “As we progress through 2017, we will continue to utilize our strong balance sheet, innovative technologies and skilled workforce to maintain our dominant share in core markets, further expand in underrepresented markets and commercialize new technologies that benefit the customer through safer operations, increased well integrity and improved efficiency.” Adjusted earnings (loss) per share, adjusted EBITDA, adjusted EBITDA margin and segment adjusted EBITDA, which are financial measures not presented in accordance with U.S. generally accepted accounting principles (“GAAP”), are defined and reconciled to their most directly comparable GAAP financial measures below.  Adjusted earnings (loss) per share, adjusted EBITDA, segment adjusted EBITDA and the other segment data discussed below do not include income from discontinued operations. Please see “Use of Non-GAAP Financial Measures” and the reconciliations appearing under the heading “Non-GAAP Financial Measures.” International Services International Services revenue from external sales was $45.8 million in the fourth quarter of 2016, down 10.3% compared to the third quarter of 2016, and down 50.4% compared to the fourth quarter of 2015. Full year 2016 revenue from external sales was $237.2 million, down 46.3% year-over-year. Full year 2016 revenue decreases were driven primarily by declines in the West Africa region. Decreased rig activity, project cancellations and pricing concessions resulting from the persistently low commodity price environment contributed to the decline. All other regions also experienced sequential declines for similar reasons with the Middle East region declining the least as new multiyear contracts won in the region helped offset some of the declines in price and activity. Segment adjusted EBITDA for the fourth quarter of 2016 of $1.5 million, or 3.3% of revenue, was down 66.6% compared to the third quarter of 2016, and down 95.8% compared to the fourth quarter of 2015. The sequential decrease was largely related to bad debt expense and payroll taxes related to West Africa operations. Segment adjusted EBITDA for 2016 was $33.3 million, or 14.0% of revenue, down 81.8% year-over-year. Adjusted EBITDA decreased as a result of a decline in activity volumes, price concessions and lower margin work globally, particularly in West Africa and Latin America. U.S. Services U.S. Services revenue from external sales was $32.9 million in the fourth quarter of 2016, down 3.5% compared to the third quarter of 2016, and down 48.9% compared to the fourth quarter of 2015. Full year 2016 revenue from external sales was $152.8 million, down 53.2% year-over-year. For the fourth quarter, onshore revenue within the U.S. Services segment of $9.7 million was up 12.8% compared to the third quarter of 2016 and down 47.2% compared to the fourth quarter of 2015. Full year 2016 revenue was $35.0 million, down 65.2% year-over-year. The year-over-year onshore business revenue decline was correlated to decreased drilling activity and competitive pricing, partially offset by an increase in market share. Offshore revenue within the U.S. Services segment of $23.2 million for the fourth quarter was down 9.0% compared to the third quarter of 2016 and down 49.7% compared to the fourth quarter of 2015. Full year 2016 revenue was $115.2 million, down 49.0% year-over-year. Lower activity and pricing concessions were the key drivers of the year-over-year revenue decline offshore. Segment adjusted EBITDA for the fourth quarter of $1.9 million, or 5.7% of revenue, was up $8.0 million compared to the third quarter of 2016 and down 87.1% compared to the fourth quarter of 2015. Segment adjusted EBITDA for 2016 was a loss of $11.5 million, down 112.0% year-over-year. The lower adjusted EBITDA was driven by negative onshore contribution margin and lower activity, partially offset by cost reductions. Tubular Sales Tubular Sales revenue from external sales was $19.4 million in the fourth quarter of 2016, down 3.3% compared to the third quarter of 2016, and down 58.3% compared to the fourth quarter of 2015. Full year 2016 revenue from external sales was $87.5 million, down 57.5% year-over-year. Segment adjusted EBITDA for the fourth quarter was $0.4 million, or 2.1% of revenue, up 141.2% compared to the third quarter of 2016, and down 97.1% compared to the fourth quarter of 2015. Segment adjusted EBITDA for 2016 was $1.7 million, or 2.0% of revenue, down 95.8% year-over-year. Tubular Sales revenue and adjusted EBITDA decreased from 2015 due to lower demand in the core Gulf of Mexico market and fewer international orders, partially offset by lower manufacturing costs. Total pipe and connector inventory decreased $34.9 million from December 31, 2015 to $102.4 million at December 31, 2016. Blackhawk Blackhawk revenue for the full months of November and December 2016 was $10.0 million including, $1.7 million in new product revenue from recently acquired or developed technologies including deepwater surge reduction tools and well intervention products. Segment adjusted EBITDA for the full months of November and December 2016 was $1.0 million, or 10.4% of revenue. Offshore revenue during the quarter was $6.8 million and U.S. onshore revenue was $3.2 million for the full months of November and December 2016. The U.S. onshore business closed out 2016 with five consecutive months of revenue growth. Capital expenditures were $42.1 million for 2016, down 57.8% year-over-year. Capital expenditures for 2017 are estimated at $40.0 million of which approximately $22.0 million for the purchase and manufacturing of equipment and $18.0 million for the purchase or construction of facilities. The Company’s consolidated cash balance at December 31, 2016 was $319.5 million compared to $602.4 million at December 31, 2015. On February 21, 2017, the Board of Managing Directors of the Company (the “Management Board”), with the approval from the Board of Supervisory Directors of the Company (the “Supervisory Board”, and jointly with the Management Board, the “Boards”), declared a cash dividend of $0.075 per share (subject to applicable Dutch dividend withholding tax), payable on March 17, 2017, to all common stockholders of record as of March 6, 2017 as part of its regular quarterly cash dividend program.  Future declarations of dividends and their record and payment dates are subject to the final determination of the Boards. The Company will host a conference call to discuss fourth quarter and full year 2016 results on Thursday, February 23, 2017 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time). Participants may join the conference call by dialing (888) 771-4371 or (847) 585-4405. The conference access code is 44204433. To listen via live web cast, please visit the Investor Relations section of the Company’s website, www.franksinternational.com. A presentation will also be posted on the Company’s website prior to the conference call. An audio replay of the conference call will be available approximately two hours after the conclusion of the call and will remain available for seven days. It can be accessed by dialing (888) 843-7419 or (630) 652-3042. The conference call replay access code is 44204433. The replay will also be available in the Investor Relations section of the Company’s website approximately two hours after the conclusion of the call and remain available for approximately 90 days. This release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements, estimates and projections regarding the Company’s future business strategy and prospects for growth, cash flows and liquidity, financial strategy, budget, projections and operating results, the amount, nature and timing of capital expenditures, the availability and terms of capital, the level of activity in the oil and gas industry, volatility of oil and gas prices, which have declined significantly in recent periods, unique risks associated with offshore operations, political, economic and regulatory uncertainties in international operations, the ability to develop new technologies and products, the ability to protect intellectual property rights, the ability to employ and retain skilled and qualified workers, the level of competition in the Company’s industry and other guidance. These statements are based on certain assumptions made by the Company based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of performance. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include the factors discussed or referenced in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 that will be filed with the SEC. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law, and we caution you not to rely on them unduly. Frank’s International N.V. is a global oil services company that provides a broad and comprehensive range of highly engineered tubular running services, tubular fabrication, and specialty well construction and well intervention solutions with a focus on complex and technically demanding wells. Founded in 1938, Frank’s has approximately 3,000 employees and provides services to leading exploration and production companies in both onshore and offshore environments in over 60 countries on six continents. The Company’s common stock is traded on the NYSE under the symbol “FI.”  Additional information is available on the Company’s website, www.franksinternational.com. Use of Non-GAAP Financial Measures This press release and the accompanying schedules include the non-GAAP financial measures of adjusted earnings (loss) per share, adjusted EBITDA, segment adjusted EBITDA, and adjusted EBITDA margin, which may be used periodically by management when discussing the Company’s financial results with investors and analysts. The accompanying schedules of this press release provide a reconciliation of these non-GAAP financial measures to their most directly comparable financial measure calculated and presented in accordance with GAAP, adjusted earnings (loss) per share, adjusted EBITDA, segment adjusted EBITDA, and adjusted EBITDA margin are presented because management believes these metrics provide additional information relative to the performance of the Company’s business. These metrics are commonly employed by financial analysts and investors to evaluate the operating and financial performance of the Company from period to period and to compare it with the performance of other publicly traded companies within the industry. You should not consider, adjusted earnings (loss) per share, adjusted EBITDA, segment adjusted EBITDA, and adjusted EBITDA margin in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. Because adjusted earnings (loss) per share, adjusted EBITDA, segment adjusted EBITDA, and adjusted EBITDA margin may be defined differently by other companies in the Company’s industry, the Company’s presentation of adjusted earnings (loss) per share, adjusted EBITDA, segment adjusted EBITDA, and adjusted EBITDA margin may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. The Company defines adjusted earnings (loss) per share as earnings (loss) per share before severance and other charges, net of tax. The Company defines adjusted EBITDA as income from continuing operations before net interest income or expense, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, stock-based compensation, other non-cash adjustments and unusual charges. The Company uses and adjusted EBITDA to assess its financial performance because it allows the Company to compare its operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and items outside the control of the Company’s management team (such as income tax rates). The Company defines adjusted EBITDA margin as adjusted EBITDA divided by total revenue. Please see the accompanying financial tables for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures.


News Article | February 17, 2017
Site: globenewswire.com

Notice is given to the shareholders of Ramirent Plc to the Annual General Meeting of Shareholders to be held on Thursday March 16, 2017 at 10:00 a.m. at Finlandia Hall, Helsinki Hall, at the address of Mannerheimintie 13 e, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:00 a.m. A. Matters on the agenda of the Annual General Meeting and their course of procedure 3. Election of persons to review the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and the confirmation of the voting list 6. Presentation of the annual financial accounts including the consolidated annual financial accounts, the report of the Board of Directors and the auditor’s report for the year 2016 7. Adoption of the annual financial accounts and the consolidated annual financial accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors has decided to propose to the Annual General Meeting that a dividend of EUR 0.40 per share be paid based on the adopted balance sheet for the financial year ended on December 31, 2016. The dividend shall be paid in two installments. The first installment of EUR 0.20 per share will be paid to shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date for dividend payment 20 March 2017. The first installment is to be paid on April 4, 2017 for shareholders whose shares are registered in Euroclear Finland Ltd and on April 5, 2017 for shareholders whose shares are registered in Euroclear Sweden AB. The second installment of EUR 0.20 per share will be paid to shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date for dividend payment September 18, 2017. The second installment is to be paid on October 3, 2017 for shareholders whose shares are registered in Euroclear Finland Ltd and on October 4, 2017 for shareholders whose shares are registered in Euroclear Sweden AB. The Board of Directors is authorized to set a new dividend record date and payment date for the second installment of the dividend, in case the rules and regulations of the Finnish book-entry system would be changed, or otherwise so require, prior to the payment of the second installment of the dividend. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors The Company’s shareholders Nordstjernan AB and Oy Julius Tallberg Ab, who together represent approximately 31 per cent of the voting rights carried by the Company’s shares have notified the Company that they will propose to the Annual General Meeting that the remunerations of the members of the Board of Directors would be unchanged as follows: for the Chairman EUR 3,800 per month (EUR 3,800 last term) and additionally EUR 1,600 (EUR 1,600 last term) for attendance at board and committee meetings and other similar board assignments; for the Vice-Chairman EUR 2,500 per month (EUR 2,500 last term) and additionally EUR 1,300 (EUR 1,300 last term) for attendance at board and committee meetings and other similar board assignments; and for the members of the Board of Directors EUR 2,250 per month (EUR 2,250 last term) and additionally EUR 1,000 (EUR 1,000 last term) for attendance at board and committee meetings and other similar board assignments. Travel expenses and other out-of-pocket expenses due to the board work shall be compensated in accordance with the Company’s established practice and travel rules. 11. Resolution on the number of members of the Board of Directors The Company’s shareholders referred to above have notified the Company that they will propose to the Annual General Meeting that the number of members of the Board of Directors be seven (7) members. 12. Election of members of the Board of Directors The Company’s shareholders referred to above have notified the Company that they will propose to the Annual General Meeting that the following current Board members should be re-elected for the term that will continue until the end of the next Annual General Meeting; Kevin Appleton, Kaj-Gustaf Bergh, Ulf Lundahl, Tobias Lönnevall and Susanna Renlund. Anette Frumerie and Mats Paulsson have declined to be re-elected. The aforementioned shareholders have further notified that they will propose to the Annual General Meeting that Erik Bengtsson and Ann Carlsson be elected as new Board members for the same term. Erik Bengtsson is the CEO and co-founder of Pricise, a pricing software company. Ann Carlsson is the CEO of Apoteket, a pharmacy retail chain. The presentation of the persons proposed for Ramirent Plc's Board of Directors can be found on the Company’s website www.ramirent.com. All candidates have given their consent to the election. 13. Resolution on the remuneration of the auditor The Board of Directors proposes that the auditor’s compensation is paid against an invoice as approved by the Company. 14. Resolution on the number of auditors and election of auditor The Board of Directors proposes that the number of auditors shall be one (1) and that PricewaterhouseCoopers Oy (“PWC”) shall be re-elected as an auditor for the term that will continue until the end of the next Annual General Meeting. PWC has appointed APA Ylva Eriksson as principally responsible auditor. The proposed auditor has given its consent for the election. 15. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares The Board of Directors proposes that the Annual General Meeting would resolve on authorizing the Board of Directors to decide on the repurchase of the Company’s own shares on the following terms: By virtue of the authorization the Board of Directors is entitled to decide on the repurchase of a maximum of 10,869,732 Company’s own shares. The authorization shall also contain an entitlement for the Company to accept its own shares as pledge. The number of shares that can be acquired or held as pledges by the Company on the basis of this authorization shall not exceed one tenth (1/10) of all outstanding shares of the Company. Own shares may be repurchased in deviation from the proportion to the holdings of the shareholders with unrestricted equity through trading of the securities on regulated market organized by Nasdaq Helsinki Ltd at the market price of the time of the repurchase provided that the Company has a weighty financial reason thereto. The shares shall be acquired and paid in accordance with the Rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd. Shares may be repurchased to be used as consideration in possible acquisitions or in other arrangements that are part of the Company’s business, to finance investments, as part of the Company’s incentive program or to be retained, otherwise conveyed or cancelled by the Company. The Board of Directors shall decide on all other terms of the share repurchase. The share repurchase authorization shall be valid until the next Annual General Meeting and it shall revoke the repurchase authorization given by the Annual General Meeting on March 17, 2016. The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Ramirent Plc’s website at www.ramirent.com/agm. The annual report of Ramirent Plc, including the Company’s annual financial accounts, consolidated annual financial accounts, the report of the Board of Directors and the auditor’s report, is available on the above-mentioned website by February 23, 2017 at the latest. The abovementioned documents are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available for inspection on the above-mentioned website as from March 30, 2017. C. Instructions for the participants in the Annual General Meeting Each shareholder, who is registered on Monday, March 6, 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 wants to participate in the Annual General Meeting, shall register for the meeting no later than March 13, 2017 by 10:00 a.m. by giving a prior notice of participation to the Company. Such notice can be given either: a. on the Company’s website www.ramirent.com/agm; or b. by telephone +358 (0)20 770 6880 from Mondays to Fridays between 9:00 a.m. and 4:00 p.m.; or c. by telefax +358 (0)20 750 2850 ; or d. by regular mail to the address Ramirent Plc, P.O. Box 31, FI-00751 Helsinki, Finland. When giving the notice by regular mail the notice should be delivered to the Company before the deadline for registration. In connection with the registration, a shareholder shall notify his/her name, personal identification number/business ID, 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 to Ramirent Plc is used only in connection with the Annual General Meeting and with processing of related registrations. 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 March 6, 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 temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest by March 13, 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 temporary 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 manager of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above. Shareholders with shares registered in Euroclear Sweden AB´s Securities System who wish to attend and vote at the General Meeting must: (i) be registered in the register of shareholders maintained by Euroclear Sweden AB no later than March 6, 2017. Shareholders whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in Ramirent´s shareholders’ register maintained by Euroclear Finland Ltd, request that their shares are re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB, and procure that the nominee sends the above mentioned request for temporary registration to Euroclear Sweden AB on their behalf. Such re-registration must be made at the latest by March 6, 2017 and the nominee should therefore be notified well in advance before said date. (ii) request temporary registration in Ramirent’s shareholders’ register maintained by Euroclear Finland Ltd. Such request shall be submitted in writing to Euroclear Sweden AB by using specific form not later than March 7, 2017 at 10:00 CET. Form for temporary registration is available on Ramirent Plc’s website, www.ramirent.com/agm. Alternatively Ramirent Plc will provide the form upon request (please contact Ms. Annika Berg by email annika.berg@ramirent.com or by phone +358 (0) 20 750 2866 ). This temporary registration made through written request to Euroclear Sweden AB is considered a notice of attendance at the general meeting. 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 Annual 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. Proxy documents should be delivered in originals to Ramirent Plc, P.O. Box 31, FI-00751 Helsinki, Finland no later than 13 March 2017 by 10:00 a.m. Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the shareholders’ 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 Ramirent Plc is 108,697,328. Ramirent is a leading equipment rental group combining the best equipment, services and know-how into rental solutions that simplify customer’s business. Ramirent serves a broad range of customer sectors including construction, industry, services, the public sector and households. Ramirent has operations in the Nordic countries and in Central and Eastern Europe. In 2016, Ramirent Group sales totaled EUR 665 million. The Group has 2,686 employees in 290 customer centers in 10 countries. Ramirent is listed on the NASDAQ Helsinki (RMR1V). Ramirent – More than machines®.


News Article | February 15, 2017
Site: www.marketwired.com

The Outsourced Service Provider Audit Report ensures that outsourced service providers to Financial Institutions maintain an equivalent level of governance, rigour and processes SINGAPORE--(Marketwired - Feb 13, 2017) - Shred-it Singapore, has become one of the first organisations in Singapore to complete the Outsourced Service Provider Audit Report (OSPAR) and be added as an approved Outsource Service Provider (OSP) on the Association of Banks in Singapore's (ABS) OSP registry. The ABS, a non-profit organisation that represents the interests of the commercial and investment banking community, requires Financial Institutions (FI) in Singapore to have their outsourced service providers audited by an independent auditor to ensure that that they maintain the same level of governance, rigour and control as the FIs themselves. The OSPAR requires not only that the outsourced service provider has the relevant policies, procedures and controls but that they implement them consistently over time. As the world-leader in secure information destruction, Shred-it offers a range of solutions to protect confidential and personal data including paper shredding, hard drive / physical media destruction, and workplace security policies. Understanding the importance of validating their secure chain of custody and commitment to ensuring the security of their customers' data under the OSPAR requirements, Shred-it Singapore underwent the rigorous audit from 1st March 2016 to 31st August 2016 and were assessed by RSM Chio Lim LLP. "We are proud to have completed the OSPAR" says Duncan Brown, General Manager of Shred-it Singapore. "We take our customers' security very seriously. Being added as an approved vendor on the OSPAR registry demonstrates our commitment to that responsibility. We set out to be amongst the first vendors to achieve OSPAR certification in order to illustrate the importance of data security. The OSPAR certification not only differentiates Shred-it Singapore, it helps to reassure our customers that our controls and processes are secure, robust and independently vetted and approved." It was only last year that headlines surfaced regarding a major local bank's information being discarded in a recycling bag on Boat Quay. Shred-it helps its customers to avoid incidents such as this and the damage they cause. With insecure disposal of paper-based information being an area that needs much more awareness locally, Shred-it Singapore is working hard to provide expert advice and tailored solutions to its customers to ensure their confidential information remains confidential and protected against unauthorised access. Whether it's MAS Outsourcing Guidelines, compliance with the Personal Data Protection Act or other industry specific requirements, Shred-it believes that achieving OSPAR OSP status is critical in leading the way to drive improvement in data protection practices in Singapore. ABOUT SHRED-IT Shred-it is a world-leading information security company providing information destruction services that ensure the security and integrity of our clients' private information. A wholly-owned subsidiary of the US based professional services company Stericycle, Shred-it operates in 170 markets throughout 18 countries worldwide, servicing more than 400,000 global, national and local businesses. For more information, please visit shredit.com/singapore.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. Nokia Solutions and Networks' tender offer for all issued and outstanding shares and option rights in Comptel commences on February 27, 2017 Espoo, Finland - Nokia Corporation ("Nokia") and Comptel Corporation ("Comptel") announced on February 9, 2017 that they had on February 8, 2017 entered into a transaction agreement under which Nokia, through its wholly-owned indirect subsidiary Nokia Solutions and Networks Oy (the "Offeror"), undertook to make a voluntary public cash tender offer to purchase all of the issued and outstanding shares and option rights in Comptel that are not owned by Comptel or any of its subsidiaries (the "Tender Offer"). The Finnish Financial Supervisory Authority has today approved the tender offer document relating to the Tender Offer (the "Tender Offer Document"). The acceptance period under the Tender Offer will commence on February 27, 2017 at 9:30 a.m. Finnish time and expire on March 29, 2017 at 4:00 p.m. Finnish time (the "Offer Period"). The Offeror reserves the right to extend the Offer Period in accordance with the terms and conditions of the Tender Offer. The price offered for each share validly tendered in the Tender Offer is EUR 3.04 in cash (the "Share Offer Price"). The price offered for option rights validly tendered in the Tender Offer is EUR 2.56 in cash for each 2014A option right, EUR 2.16 in cash for each 2014B option right, EUR 1.53 in cash for each 2014C option right, EUR 2.15 in cash for each 2015A option right and EUR 2.15 in cash for each 2015B option right (the "Option Right Offer Price"). The Board of Directors of Comptel unanimously recommends that the holders of shares and option rights accept the Tender Offer. Shareholders representing approximately 48.3 percent of all the shares and votes in Comptel have subject to certain customary conditions irrevocably undertaken to accept the Tender Offer. The Tender Offer Document will be available in Finnish from February 27, 2017 onwards at the branch offices of Nordea Bank AB (publ), Finnish Branch, at Nasdaq Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland, and at Offeror's headquarters at Karaportti 3, FI-02610 Espoo, Finland, and the electronic version of the Tender Offer Document will be available in Finnish from February 24, 2017 onwards online at www.nordea.fi/osakkeet, www.comptel.com/nokia-tender-offer and www.nokia.com/fi_fi/sijoittajat/yritysostot-ja-myynnit, and in English from February 24, 2017 onwards online at www.nordea.fi/equities, www.comptel.com/nokia-tender-offer and www.nokia.com/en_int/investors/acquisitions-divestments. Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders' register of Comptel maintained by Euroclear Finland Ltd. or are holders of Comptel's option rights. Shareholders or holders of option rights who do not receive such notification from their account operator or asset manager can contact any branch office of Nordea Bank AB (publ), Finnish Branch where such shareholders or holders of option rights shall receive necessary information and can give their acceptance. A shareholder or holder of option rights in Comptel whose holdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominee's instructions. As permitted under Finnish law, the Offeror may purchase shares and option rights in Comptel also on Nasdaq Helsinki or otherwise prior to the expiry of the Offer Period or any extended Offer Period, as the case may be, at a price not exceeding the Share Offer Price or the Option Right Option Price, as applicable. The terms and conditions of the Tender Offer are enclosed in their entirety to this stock exchange release (Appendix 1). About Nokia  Nokia is a global leader innovating the technologies at the heart of our connected world. Powered by the research and innovation of Nokia Bell Labs, we serve communications service providers, governments, large enterprises and consumers, with the industry's most complete, end-to-end portfolio of products, services and licensing. From the enabling infrastructure for 5G and the Internet of Things, to emerging applications in virtual reality and digital health, we are shaping the future of technology to transform the human experience. www.nokia.com ABOUT COMPTEL Life is digital moments. Comptel perfects these by transforming how you serve, meet and respond to the needs of "Generation Cloud" customers. Our solutions allow you to innovate rich communications services instantly, master the orchestration of service and order flows, capture data-in-motion and refine your decision-making. We apply intelligence to reduce friction in your business. Comptel has enabled the delivery of digital and communications services to more than 2 billion people. Every day, we care for more than 20% of all mobile usage data. Nearly 300 service providers across 90 countries have trusted us to perfect customers' digital moments. For more information, visit www.comptel.com. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FORWARD-LOOKING STATEMENTS It should be noted that Nokia and its businesses are exposed to various risks and uncertainties and certain statements herein that are not historical facts are forward-looking statements, including, without limitation, those regarding: A) our ability to integrate Alcatel-Lucent into our operations and achieve the targeted business plans and benefits, including targeted synergies in relation to the acquisition of Alcatel-Lucent; B) expectations, plans or benefits related to our strategies and growth management; C) expectations, plans or benefits related to future performance of our businesses; D) expectations, plans or benefits related to changes in organizational and operational structure; E) expectations regarding market developments, general economic conditions and structural changes; F) expectations and targets regarding financial performance, results, operating expenses, taxes, currency exchange rates, hedging, cost savings and competitiveness, as well as results of operations including targeted synergies and those related to market share, prices, net sales, income and margins; G) timing of the deliveries of our products and services; H) expectations and targets regarding collaboration and partnering arrangements, joint ventures or the creation of joint ventures, as well as our expected customer reach; I) outcome of pending and threatened litigation, arbitration, disputes, regulatory proceedings or investigations by authorities; J) expectations regarding restructurings, investments, uses of proceeds from transactions, acquisitions and divestments and our ability to achieve the financial and operational targets set in connection with any such restructurings, investments, divestments and acquisitions, including the expectations and targets related to the acquisition of Comptel and the related tender offer; and K) statements preceded by or including "believe," "expect," "anticipate," "foresee," "sees," "target," "estimate," "designed," "aim," "plans," "intends," "focus," "continue," "project," "should," "will" or similar expressions. These statements are based on management's best assumptions and beliefs in light of the information currently available to it. Because they involve risks and uncertainties, actual results may differ materially from the results that we currently expect. Factors, including risks and uncertainties that could cause these differences include, but are not limited to: 1) our ability to execute our strategy, sustain or improve the operational and financial performance of our business and correctly identify and successfully pursue business opportunities or growth; 2) our ability to achieve the anticipated benefits, synergies, cost savings and efficiencies of the Alcatel-Lucent acquisition as well as the benefits of the acquisition of Comptel, and our ability to implement our organizational and operational structure efficiently; 3) general economic and market conditions and other developments in the economies where we operate; 4) competition and our ability to effectively and profitably compete and invest in new competitive high-quality products, services, upgrades and technologies and bring them to market in a timely manner; 5) our dependence on the development of the industries in which we operate, including the cyclicality and variability of the information technology and telecommunications industries; 6) our global business and exposure to regulatory, political or other developments in various countries or regions, including emerging markets and the associated risks in relation to tax matters and exchange controls, among others; 7) our ability to manage and improve our financial and operating performance, cost savings, competitiveness and synergies after the acquisition of Alcatel-Lucent and the acquisition of Comptel; 8) our dependence on a limited number of customers and large multi-year agreements; 9) our exposure to direct and indirect regulation, including economic or trade policies, and the reliability of our governance, internal controls and compliance processes to prevent regulatory penalties in our business or in our joint ventures; 10) our exposure to various legislative frameworks and jurisdictions that regulate fraud and enforce economic trade sanctions and policies, and the possibility of proceedings or investigation that result in fines, penalties or sanctions; 11) the potential complex tax issues, tax disputes and tax obligations we may face in various jurisdictions, including the risk of obligations to pay additional taxes; 12) our actual or anticipated performance, among other factors, which could reduce our ability to utilize deferred tax assets; 13) our ability to retain, motivate, develop and recruit appropriately skilled employees; 14) disruptions to our manufacturing, service creation, delivery, logistics and supply chain processes, and the risks related to our geographically-concentrated production sites; 15) the impact of litigation, arbitration, agreement-related disputes or product liability allegations associated with our business; and 16) our ability to achieve targeted benefits from or successfully implement planned transactions, including the intended acquisition of Comptel and related tender offer, as well as the liabilities related thereto, as well as the risk factors specified on pages 69 to 87 of our annual report on Form 20-F filed on April 1, 2016 under "Operating and financial review and prospects-Risk factors", and in Nokia's other filings with the U.S. Securities and Exchange Commission. Other unknown or unpredictable factors or underlying assumptions subsequently proven to be incorrect could cause actual results to differ materially from those in the forward-looking statements. We do not undertake any obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE FOR DISTRIBUTION IN THE UNITED KINGDOM ONLY TO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER"), (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE PERSONS FALLING WITHIN ARTICLE 43 OF THE FINANCIAL PROMOTION ORDER, (IV) ARE OUTSIDE THE UNITED KINGDOM, OR (V) ARE PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  THIS STOCK EXCHANGE RELEASE AND THE TENDER OFFER AND THE MATERIALS RELATING THERETO ARE DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS STOCK EXCHANGE RELEASE RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.


News Article | January 9, 2017
Site: globenewswire.com

NEW YORK, Jan. 09, 2017 (GLOBE NEWSWIRE) -- JLT Specialty USA, a U.S. subsidiary of Jardine Lloyd Thompson Group plc. (JLT), one of the world’s leading specialty-focused providers of insurance, reinsurance and employee benefits related advice, brokerage and associated services, is pleased to announce the appointment of David Turner as Vice President. Turner joins JLT as part of the growth strategy and continued expansion plans in the U.S. around key industry and product specialties. Turner will join JLT's Financial Institutions (FI) Practice and focus on business development of investment managers and private equity firms. “We are pleased to have David join our team in New York,” said David Payne, Chief Revenue Officer at JLT Specialty USA. “JLT is committed to providing its clients with superior industry and product-based expertise, and David’s appointment is yet another validation of our dedication to the Investment management and FI practice”. “David is an outstanding addition to our FI practice and we are thrilled to welcome him to the JLT team as we continue grow our New York office,” added Mark Flippen Senior Vice President of FI practice at JLT Specialty USA. “David’s experience will be a true asset to the company and our FI clients.” Turner comes to JLT from Marsh & McLennan, where he served as Vice President. His responsibilities were to initiate and cultivate new client relationships with senior executives in the financial institution industry. JLT encourages any potential applicants interested in rapidly developing their careers and becoming part of its U.S. Specialty team to contact Sue Corney at 518-782-3143, sue.corney@jltholdings.com. About Jardine Lloyd Thompson (JLT.L) Jardine Lloyd Thompson is one of the world’s leading providers of insurance, reinsurance and employee benefits related advice, brokerage and associated services. JLT’s client proposition is built upon its deep specialist knowledge, client advocacy, tailored advice and service excellence. JLT is quoted on the London Stock Exchange and owns offices in 40 territories with more than 10,600 employees. Supported by the JLT International Network, it offers risk management and employee benefit solutions in 135 countries. For further information about JLT, please visit our website www.jlt.com and follow us on LinkedIn at JLT Group and Twitter @JLTGroup. JLT Specialty USA is the U.S. platform of the leading specialty business advisory firm, Jardine Lloyd Thompson Group. Our experts have deep industry and product experience serving leading U.S. and global firms. Our key to client success is our freedom to be creative, collaborative, and analytical while challenging conventions, redefining problems, creating new analytical insights, and exploring new boundaries to deliver solutions for each client’s unique business and risks. For further information about JLT, please visit our website www.jltus.com and follow us on LinkedIn at JLT Specialty USA and Twitter @JLTSpecialtyUSA.


News Article | February 7, 2017
Site: globenewswire.com

Neste Corporation's shareholders are hereby invited to the Annual General Meeting to be held on Wednesday, 5 April 2017, beginning at 1.00 pm EET, in the Congress Wing of the Helsinki Fair Centre at Messuaukio 1, Helsinki. Registration and the distribution of voting papers will begin at 12.00 noon EET. A.  Matters to be discussed and the agenda The following matters will be discussed and decided at the AGM: 1. Opening of the meeting 2. Matters of order for the meeting 3. Selection of the examiners of the minutes and the supervisors for counting the votes 4. Establishing the legality of the meeting 5. Confirmation of shareholders present and the voting list 6. Presentation of the Financial Statements for 2016, including also the Consolidated Financial Statements, the Review by the Board of Directors, and the Auditor's Report - Review by the President & CEO 7. Adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements 8. Use of the profit shown in the Balance Sheet and deciding the payment of a dividend The Board of Directors proposes to the AGM that a dividend of EUR 1.30 per share should be paid on the basis of the approved balance sheet for 2016. The dividend will be paid to shareholders who are included in the list of shareholders maintained by Euroclear Finland Ltd. on the record date set for payment of the dividend, which shall be Friday, 7 April 2017. The Board proposes to the AGM that payment shall be made on 18 April 2017. 9. Discharging the members of the Board of Directors and the President & CEO from liability 10. Deciding the remuneration of the members of the Board of Directors The Shareholders' Nomination Board proposes to the AGM that the annual remuneration paid to the Chair of the Board of Directors, the Vice Chair, and the other members of the Board for their term of office lasting until the conclusion of the next AGM shall remain unchanged, in other words that the Chair shall receive EUR 66,000 a year, the Vice Chair EUR 49,200 a year, and other members EUR 35,400 a year each. In addition, members of the Board of Directors would receive an attendance payment of EUR 600 for each Board or Committee meeting held in the member's home country and 1,200 EUR for each Board or Committee meeting held in another country, plus compensation for expenses in accordance with the Company's travel policy. 11. Deciding the number of members of the Board of Directors The Shareholders' Nomination Board proposes to the AGM that the number of Board members shall be confirmed at eight. 12. Election of the Chair, the Vice Chair, and the members of the Board of Directors The Shareholders' Nomination Board proposes to the AGM that the following members Mr. Jorma Eloranta, Ms. Laura Raitio, Mr. Jean-Baptiste Renard, Mr. Willem Schoeber and Mr. Marco Wirén shall be re-elected, and that the following new members - Mr. Matti Kähkönen, Ms. Martina Flöel and Ms. Heike van de Kerkhof - shall be elected, to sit until the conclusion of the next AGM. The Shareholders' Nomination Board proposes that Mr. Jorma Eloranta continue as Chair and Mr. Matti Kähkönen shall be elected as Vice Chair. All relevant information regarding the individuals above can be found at the Company's Web site, http://www.neste.com/en. 13. Deciding the remuneration of the Auditor On the recommendation of the Audit Committee, the Board proposes to the AGM that the Auditor's fee shall be paid as invoiced and approved by the Company. 14. Selection of the Auditor The Board proposes, on the recommendation of the Audit Committee, that the AGM should select PricewaterhouseCoopers Oy, Authorized Public Accountants, as the Company's Auditor. PricewaterhouseCoopers Oy has announced that it will appoint Mr. Markku Katajisto, Authorized Public Accountant, as the principally responsible auditor for Neste Corporation. The Auditor's term of office shall end at the conclusion of the next AGM. 15. Closing of the meeting The proposals included in the agenda of the AGM, together with this invitation, shall be available for consultation at Neste Corporation's Web site at www.neste.com/en. Neste Corporation's Annual Report, containing the Company's Financial Statements, the Review by the Board of Directors, and the Auditor's Report shall be available at the same site on 15 March 2017 at the latest. The proposals and financial statement documents referred to above shall also be available for consultation by shareholders as of the same date at the Company's Head Office at Keilaranta 21, 02150 Espoo and shall be available for consultation at the meeting. Copies of these documents, together with this invitation, will be sent on request to shareholders. The minutes of the meeting will be available at the Web site referred to above from 19 April 2017 onwards. C.  Instructions for those attending the AGM 1. Shareholders registered in the list of shareholders Shareholders registered in the list of the Company's shareholders maintained by Euroclear Finland Ltd. on the record date of Friday, 24 March 2017 shall be entitled to attend the Annual General Meeting. A shareholder with shares registered in his or her personal Finnish book-entry account is automatically registered in the list of Company's shareholders. A shareholder registered in the list of the Company's shareholders wishing to attend the AGM shall make his or her wish known by 4.00 pm EET on 30 March 2017 at the latest. Shareholders can register for the AGM: When registering, shareholders should provide their name, social security number, address, telephone number, and the name of a possible assistant or proxy representative and the social security number of a proxy representative. All personal data provided to Neste Corporation will only be used for the purposes of the AGM and in connection with processing the necessary registrations relating to the meeting. Shareholders, their representatives, or proxy representatives present at the meeting should, where required, be able to prove their identity and/or authorization to represent a shareholder. Shareholders with nominee-registered holdings are entitled to attend the AGM on the basis of shares held on the record date, i.e. 24 March 2017, that would entitle them to be included in the list of shareholders maintained by Euroclear Finland Ltd. Attendance also requires that these shareholders are included temporarily in the list of shareholders maintained by Euroclear Finland Ltd. by 10.00 am EET on 31 March 2017 at the latest. This is considered as registering a shareholder with nominee-registered holdings to attend the AGM. Shareholders with nominee-registered holdings are encouraged to request their custodian bank for the necessary instructions concerning temporary registration with the list of shareholders, issuing letters of proxy, and registering for the meeting in good time. Account managers at custodian banks should register shareholders with nominee-registered holdings who wish to attend the AGM and would be entitled to be included in the list of shareholders on the basis of shares held as mentioned above in the list of Company shareholders on a temporary basis by the date referred to above at the latest. Further information can also be found at the Company's Web site, www.neste.com/en. 3.  Use of a proxy and authorizations A shareholder is entitled to participate and make use of his or her rights as a shareholder at the Annual General Meeting by proxy. A person holding a shareholder's proxy should be in possession of a dated letter of proxy or otherwise be able to show in a reliable manner that he or she is entitled to act in this capacity on behalf of a shareholder. Authorizations shall be considered as covering one meeting only unless otherwise stated. In the event that a shareholder is represented by more than one proxy representing shares held in different securities accounts, each proxy should state which shares he or she represents when registering to attend the AGM. Originals of shareholders' letters of proxy should be sent to Neste Corporation, Annual General Meeting, POB 95, FI-00095 NESTE to reach the Company before the last date for registration. Shareholders attending the Annual General Meeting shall be entitled under Chapter 5, Section 25 of the Companies Act to present questions to the meeting on the matters listed in the agenda. The total number of shares in Neste Corporation on the date of this invitation, 6 February 2017, was 256,403,686, representing an equivalent number of votes. Participants can park at the Helsinki Fair Centre's car park at their own expense. Details on how to reach the Fair Centre by public transport can be found at the Finnish Fair Corporation's Web site, www.finnexpo.fi. Neste in brief Neste (NESTE, Nasdaq Helsinki) creates sustainable choices for the needs of transport, businesses and consumers. Our global range of products and services allows customers to lower their carbon footprint by combining high-quality renewable products and oil products to tailor-made service solutions. We are the world's largest producer of renewable diesel refined from waste and residues, and we are also bringing renewable solutions to the aviation and plastics industries. We want to be a reliable partner, whose expertise, R&D and sustainable practices are widely respected. In 2016, Neste's net sales stood at EUR 11.7 billion, and we were on the Global 100 list of the 100 most sustainable companies in the world. Read more: neste.com/en


News Article | March 1, 2017
Site: globenewswire.com

Revenio Group Corporation's Annual report 2016 has been published. The report, available in Finnish and English in PDF format on the corporations' website at www.revenio.fi and as an attachment to this stock exchange release, contains financial statements for the corporation and parent company, the report of the Board of Directors, auditors report and a report on corporate governance. The AR will be published in print in week 12. To order a copy, place an order with Revenio Group Corporation, Äyritie 22, FI-01510 Vantaa or by e-mail elina.kari@revenio.fi. For further information, please contact: President & CEO Timo Hildén tel. +358 40 580 4774 timo.hilden@revenio.fi www.revenio.fi The Revenio Group in brief Revenio is a Finnish, globally operating health technology corporation whose worldwide success is based on intraocular pressure measurement technology that has a strong patent. Revenio Group consists of, in addition to the parent company, Icare Finland Oy which focuses on intraocular pressure measurement technology and its fully owned subsidiary Icare USA Inc., research and development company Revenio Research Oy and Oscare Medical Oy, in which Revenio holds a 53.5% interest. The common denominators of Revenio's business operations include screening, follow-up, and the global need to make cost savings through preventive health care. Revenio seeks vigorous growth in health technology. Revenio aims to develop even more efficient and easily adopted methods for the early-stage detection of diseases with significance for public health. The focus of Revenio's screening technology is on the early detection of glaucoma, osteoporosis, skin cancer, and asthma, and the monitoring of these during the treatment process. In 2016, Revenio Group's net sales totaled MEUR 23.4, with its operating margin for continuing operations standing at 30.1% from continuous operations. Revenio Group Corporation is listed on Nasdaq Helsinki.


News Article | March 2, 2017
Site: globenewswire.com

The shareholders of Rapala VMC Corporation are invited to the Annual General Meeting to be held on March 30, 2017 at 10.00 a.m. at the address Mäkelänkatu 91, FI-00610 Helsinki, Finland. A. Matters on the Agenda of the Annual General Meeting 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Adoption of the list of votes 6. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the Auditor's report for the year 2016 7. Adoption of the annual accounts and the consolidated annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors proposes to the General Meeting that a dividend of EUR 0.10 per share be paid on the basis of the adopted balance sheet for the financial year 2016. The Board of Directors proposes that the dividend shall be paid in two instalments, 0.05 euro each. The first instalment share shall be paid on April 10, 2017 to a shareholder who is registered in the shareholders' register of the company maintained by Euroclear Finland Ltd on the dividend record date April 3, 2017.  The second instalment shall be paid in November 2017 to a shareholder who is registered in the shareholders' register of the company maintained by Euroclear Fin-land Ltd on the dividend record date.  The Board of Directors will in its meeting scheduled for October 26, 2017 decide on the dividend record date and the payment date. The dividend record date for the second instalment would then be October 30, 2017 and the dividend payment date November 6, 2017. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors Shareholders together representing approximately 58 per cent of the shares and votes of the company propose to the General Meeting that the annual remuneration to the members of the Board of Directors would be as follows: EUR 80 000 for the Chairman and EUR 30 000 for other members of the Board of Directors. Board members are proposed to be paid EUR 1 000 per meeting for attendance at board and its committee meetings. Board members' remuneration will not be paid to Board members who have an employment or service contract with the company. 11. Resolution on the number of members of the Board of Directors Shareholders together representing approximately 58 per cent of the shares and votes of the company propose to the General Meeting that the number of members of the Board of Directors to be elected be six. 12. Election of members of the Board of Directors Shareholders together representing approximately 58 per cent of the shares and votes of the company propose to the General Meeting that the current board members Emmanuel Viellard, Eero Makkonen, Jorma Kasslin, Marc Speeckaert, Julia Aubertin be re-elected as members and Louis Audemard d'Alançon elected as a new member of the Board of Directors until the close of the next Annual General Meeting.  Of the current members, Christophe Viellard has informed the company that he will not be available as a candidate to the Board of Directors. Further information on proposed members and their independence is available on the Company's website at www.rapalavmc.com. 13. Resolution on the remuneration of the Auditor The Board of Directors proposes to the General Meeting that the Auditor's fees be paid against an invoice approved by the company. The Board of Directors proposes to the General Meeting that Ernst & Young Oy, corporation of Authorized Public Accountants, be appointed as the company's Auditor for the term expiring at the close of the next Annual General Meeting. 15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares The Board of Directors proposes to the General Meeting that the Annual General Meeting authorize the Board of Directors to resolve on the repurchase of up to 2 000 000 company's own shares with assets pertaining to the unrestricted equity in one or more tranches taking into account, however, the provisions of the Finnish Companies Act on the maximum amount of own shares held by a company. The proposed maximum amount of shares corresponds to less than 5.1 per cent of all shares in the company. The shares may be repurchased to develop the company's capital structure. In addition, the shares may be repurchased to finance or carry out business acquisitions or other arrangements, to settle the company's equity-based incentive plans, to be transferred for other purposes or to be cancelled. The shares may be repurchased in deviation from the proportion of the shares held by the shareholders. The shares will be repurchased through public trading arranged by NASDAQ OMX Helsinki Oy at the market price quoted at the time of the repurchase. The shares will be repurchased and paid in accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd. The Board of Directors would decide upon other terms related to repurchase of shares. It is proposed that the authorization be effective until the close of the next Annual General Meeting, however, no longer than until June 30, 2018. The authorization would cancel the repurchase authorization granted by the Annual General Meeting to the Board of Directors on April 1, 2016. 16. Authorization of the Board of Directors to issue new shares and special rights entitling to shares The Board of Directors proposes that the Board be authorized to decide on a share issue and the issue of special rights entitling to shares as defined in §1 of Chapter 10 of the Companies Act as follows. By virtue of the authorization the Board is entitled to issue up to 5 000 000 shares corresponding to approximately 12.8 per cent of all current shares. The Board would decide on all terms and conditions of share issues and the issues of special rights. The authorization covers both the issuance of new shares and the transfer of own shares. A share issue or the issue of special rights may be executed in deviation of the shareholders pre-emptive rights to subscribe for new shares. This authorization supersedes the Board authorization issued by the general meeting on April 11, 2012 to issue shares or special rights as defined in §1 of Chapter 10 of the Companies Act. This authorization shall be effective until March 30, 2022. The Board of Directors proposes to the General Meeting that article 8 of the articles of association is amended to read as follows: Article 8: The Company has one (1) auditor. The auditor shall be an audit firm approved by the Patent and Registration Office with an authorized public accountant as auditor in charge. The auditor's term ends at the end of the Annual General Meeting following their election. The aforementioned proposals of the Board of Directors on the matters on the agenda of the General Meeting as well as this notice are available on Rapala VMC Corporation's website at www.rapalavmc.com. Rapala VMC Corporation's annual accounts, including the report of the Board of Directors and the Auditor's report, will be available on the above-mentioned website no later than March 9, 2017. The proposals of the Board of Directors and the annual accounts are also available at the General Meeting. The minutes of the meeting will be available on the above-mentioned website as of April 13, 2017 at the latest. C. Instructions for the participants in the Annual General Meeting 1. The right to participate and registration of the shareholders registered in the shareholders' register The right to attend and vote at the Annual General Meeting is afforded to each shareholder, who is registered in the shareholders' register of the company kept by Euroclear Finland Ltd on March 20, 2017. 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 Annual General Meeting shall register for the meeting no later than March 27, 2017 by 10 a.m. by giving a prior notice of participation. Such notice can be given: a)     by regular mail to the address Rapala VMC Corporation, Mäkelänkatu 91, FI-00610 Helsinki, Finland, b)    by telephone on the number +358 9 7562 5436 / Susanne Leppänen, or In connection with the registration, a shareholder shall notify his/her name, address, telephone number and the name of a possible assistant or proxy representative. A notice for registration is to arrive before the registration deadline. The personal data given by the shareholders to Rapala VMC Corporation is used only in connection with the Annual 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. 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 would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd on March 20, 2017. In addition, the right to participate requires that the shareholder, on the basis of such shares, has been temporarily registered in the shareholders' register held by Euroclear Finland Ltd on March 27, 2017 at 10.00 a.m. at the latest. 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 temporary shareholder's register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization 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. A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A shareholder may have several proxy representatives, who represent the shareholder with shares booked on different book-entry accounts. In such case the shares represented by each proxy representative shall be identified in connection with the registration. 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. Possible proxy documents should be delivered in originals to Rapala VMC Corporation, Mäkelänkatu 91, FI-00610 Helsinki, Finland, by the end of the registration period. Pursuant to Chapter 5, section 25 of the Finnish 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 Rapala VMC Corporation is 39 000 000. For further information, please contact: Olli Aho, Company Counsel, tel. +358 9 7562 540 Rapala VMC Corporation ("the Group") is a leading fishing tackle company and the global market leader in fishing lures, treble hooks and fishing related knives and tools. The Group also has a strong global position in other fishing categories and it is one of the leading distributors of outdoor, hunting and winter sport products in the Nordic countries. The Group has the largest distribution network in the industry. The main manufacturing facilities are located in Finland, France, Estonia, Russia, Indonesia and the UK. The Group brand portfolio includes the leading brand in the industry, Rapala, and other global brands like VMC, Sufix, Storm, Blue Fox, Luhr Jensen, Williamson, Dynamite Baits, Mora Ice, StrikeMaster, Marttiini and Peltonen. The Group, with net sales of EUR 261 million in 2016, employs some 2 800 people in 40 countries. Rapala VMC Corporation's share is listed and traded on the Nasdaq Helsinki stock exchange since 1998.

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