Norma
Notice of convocation of Ordinary General Meeting of Shareholders of
Norma / 22.04.2010 15:10 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- The Management Board of Aktsiaselts Norma (hereinafter the Company), registry code 10043950, official address Laki 14, Tallinn, Estonia, calls the annual general meeting of the shareholders on 24.05.2010 at 18:00 at the address Laki 14, Tallinn, Estonia. Agenda of the general meeting of shareholders and proposals of the Supervisory Board: 1. Approval of the annual report of AS Norma for 2009 The Supervisory Board proposes to the general meeting of the shareholders to approve the annual report for 2009. 2. Distribution of profits The net profit for 2009 amounted to 20 753 015 EEK (1 326 359 EUR). The Management Board makes a proposal to the general meeting of the shareholders not to pay dividends for the economic year 2009 and keep the net profits as retained earnings. The Supervisory Board proposes to adopt the resolution on distribution of profits as proposed by the Management Board, i.e. not to pay dividends for the economic year 2009 and keep the net profits as retained earnings. 3. Approval of the takeover by AS Automotive Holding (registry code 11739777 and address Roosikrantsi 2, Tallinn, 10119, Estonia) of the shares of Aktsiaselts Norma held by the remaining shareholders of Aktsiaselts Norma in accordance with Article 1821 of the Securities Market Act. According to the draft resolution, the compensation payable to minority shareholders shall be 92.31 EEK per share, provided that the share is not encumbered with pledge or other rights of third parties. The Supervisory Board proposes to approve takeover by AS Automotive Holding (registry code 11739777 and address Roosikrantsi 2, Tallinn, 10119, Estonia) of the shares of the Company held by the remaining shareholders of the Company in accordance with Article 1821 of the Securities Market Act for compensation in the amount of 92.31 EEK per share, provided that the share is not encumbered with pledge or other rights of third parties. 4. Appointing an auditor and determining the procedure for remuneration The Supervisory Board proposes to elect the company of auditors Ernst&Young Baltic AS as the auditor of the Company for the term of 1 (one) year. The amount of the remuneration payable to the auditor shall be determined in contract that will be signed with the auditor. Shareholders whose shares represent at least 1/20 of the share capital may demand additional matters to be included in the agenda of the general meeting of the shareholders in case the corresponding request has been submitted at least 15 days before the general meeting takes place, at the latest on 07.05.2010 by the end of the usual working time at the Company (16:00). Shareholders whose shares represent at least 1/20 of the share capital may submit to the Company a draft resolution regarding each item of the agenda not later than 3 days before the general meeting of the shareholders takes place, at the latest on 20.05.2010 by the end of the usual working time at the Company (16:00). The procedure of exercising these rights has been published on the Company's website www.norma.ee, where the draft resolutions and reasoning submitted by the shareholders will also be published after their receipt. The draft resolutions and reasoning can also be examined at the location of the Company. After the agenda, including additional items, has been exhausted, the shareholders may ask information about the activities of the Company from the Management Board pursuant to procedure published on the Company's website www.norma.ee. The annual report of the Company for 2009 and the auditor's report can be examined on the website of NASDAQ OMX Tallinn Stock Exchange www.nasdaqomxbaltic.com. The shareholders can examine the annual report of the Company for 2009, sworn auditor's report, proposal for distribution of profits, the annual reports of the Company for the three preceding economic years, takeover report, auditor's report, draft resolutions submitted, shareholders' reasoning regarding items of the agenda, other documents to be submitted to the general meeting of the shareholders according to law and other documents related to the agenda as of publication of this notice until 24.05.2010 (incl.) at the Company's location Laki 14, Tallinn at the information desk on Floor I, Building, on working days during 08:00-16:00. For examination of documents the shareholder must present an identity document, and shareholder's representative must present an identity document and a document certifying representation rights. The shareholder or his representative shall be given a copy of the general meeting's draft resolution whereby the takeover of shares held by minority shareholders will be decided, of the annual reports of the Company for the three preceding economic years, of the takeover report and/or of auditor's report immediately upon their request. Important information related to the agenda as well as draft resolutions and all other data and documents to be made public according to law are also published on the Company's website www.norma.ee. The shareholders who are entered in the share register of the Company as of 24.05.2010 at 08:00 as a shareholder or a representative of shareholders in case of a jointly held share are entitled to attend the general meeting of the shareholders. Any shareholder may attend the general meeting of the shareholders either personally or by proxy, whereas the proxy must have a written authorisation for this purpose. We kindly ask you to submit the following for the registration: Shareholders who are natural persons - identity document; Representative of a shareholder who is a natural person - written authorisation document and identity document; Representatives of legal persons - certified copy of a valid commercial register card (authorisation based on the law) and identity document of the representative, and in case the representative is not a statutory representative, a written authorisation document (transaction based authorisation). Any documents of legal persons registered abroad, except for the authorisation documents of the representatives, must be legalised by the Republic of Estonia Ministry of Foreign Affairs or a foreign mission of the Republic of Estonia, or certified by a certificate replacing the legalisation - apostille. A passport or any other identity document is acceptable as an identity document, provided it contains the photo of the person, his/her name and personal identification code and the name of the state authority having issued it. The same documents shall be presented in order to examine the documents available at the Company's location. The shareholder may notify the Company about appointment of a representative or withdrawal of authorisation given to the representative before the general meeting of the shareholders takes place by submitting a corresponding notice that has been signed digitally to e-mail address norma@autoliv.com or by delivering the notice in person to the location of the Company at Laki 14, Tallinn, at the information desk on Floor I, Building B, on working days during 08:00-16:00. The notice must be submitted at the latest on 24.05.2010 at 16:00. The registration of those attending the general meeting of the shareholders begins at the place of the general meeting of the shareholders on 24.05.2010 at 17:30. If you have any questions related to the general meeting of the shareholders, we kindly ask you to call +372 6 500 444. The questions and answers will be published on the Company's website. Peep Siimon Chairman of the Management Board News Source: NASDAQ OMX 22.04.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Norma Estonia Phone: Fax: E-mail: Internet: ISIN: EE3100001850 WKN: End of News DGAP News-Service ---------------------------------------------------------------------------
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