INVITATION TO THE ANNUAL GENERAL MEETING OF KYRO CORPORATION
Kyro Corporation STOCK EXCHANGE RELEASE 15 February 2007 6.00 pm
INVITATION TO THE ANNUAL GENERAL MEETING OF KYRO CORPORATION
The shareholders of Kyro Corporation are invited to attend the Annual General
Meeting, which will be held on Tuesday, 13 March 2007 at 4 p.m. in the Hilton
Helsinki Kalastajatorppa Hotel, address Kalastajatorpantie 1, Helsinki.
The following matters are on the agenda:
1. Matters pertaining to the Annual General Meeting under Article 14 of the
Articles of Association and Chapter 5 Section 3 of the Companies Act.
2. Amendment of the Articles of Association
The Board of Directors proposes that the Articles of Association currently in
effect be amended as follows:
1. Amendment of the Article 1 relating to the company's business name, so that
the company's business name becomes Glaston Oyj Abp (in English, Glaston
Corporation).
2. Deletion of Article 3 relating to the minimum and maximum share capital and
nominal value of shares.
3. Amendment of Article 4 relating to the book-entry system, so that items
other than that mentioning the company's shares belonging to the book entry
system are deleted.
4. Amendment of Article 7, so that signing of the business name is amended to
become right of representation.
5. Adjustments required by the new Companies Act to Article 12 relating to the
invitation to attend a meeting of shareholders and Article 14 relating to
business of the Annual General Meeting.
3. Authorisation of the Board of Directors to acquire the company's own shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to acquire the company's own shares up to a maximum of
7,605,096 shares.
Own shares can be acquired, otherwise than in proportion to shares owned by
shareholders, using the company's non-restricted shareholders' equity at the
market price of the shares at the time of acquisition in public trading on the
Helsinki Stock Exchange.
The shares can be acquired to develop the company's capital structure, in
financing or implementing possible company acquisitions or other arrangements,
as part of the company's or its subsidiaries incentive schemes or to be
retained by the company or otherwise transferred or invalidated.
The authorisation to acquire own shares shall be valid for 18 months from the
decision of the Annual General Meeting.
4. Authorisation of the Board of Directors to decide on the issuing of new
shares and the transfer of own shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on the issuing of new shares and/or the transfer
of own shares in the companies' possession either against payment or without
payment.
By virtue of the authorisation, the Board of Directors shall be entitled to
decide on the issuing of a maximum of 7,935,000 new shares and/or the transfer
of a maximum of 7,935,000 own shares possessed by the company, yet so that the
total number of shares issued and/or transferred can be a maximum of 7,935,000
shares.
The own shares possessed by the company can be transferred to the company's
shareholders in the proportion to the company shares they already own or as an
exception to shareholders' pre-emptive subscription rights, if the company has
a substantial financial reason for doing so, such as the use of the shares to
develop the company's capital structure, in financing or implementing possible
company acquisitions or other arrangements, as part of the company's or its
subsidiaries incentive schemes.
Shares can be issued or transferred in exception to shareholders' pre-emptive
subscription rights without payment only if the company has a substantial
financial reason for doing so and the interests of all the company's
shareholders are taken into account.
The Board of Directors may also decide on a free share issue to the company
itself.
The number of shares that can be issued to the company is, together with the
number of own shares acquired under the authorisation to acquire new shares, a
maximum of 7,935,000 shares.
The amount payable for the shares shall be entered in the invested non-
restricted shareholders' equity fund.
The authorisation shall be valid until the end of the 2009 Annual General
Meeting.
Display of documents for inspection
The financial statement documents and the Board of Directors' proposals shall
be available for the inspection of shareholders from 6 March 2007 at the
company's head office, address Vehmaistenkatu 5, 33730 Tampere. The annual
report shall be sent to shareholders in Week 10.
Right to participate
Shareholders entered in the company's list of shareholders maintained by
Finnish Central Securities Depository Ltd on Friday, 2 March 2007 shall be
entitled to participate in the Annual General Meeting.
Attendance of nominee-registered shareholders at the Annual General Meeting
Shareholders whose shares have been entered in their book-entry account are
also registered in the company's list of shareholders. Owners of nominee-
registered shares may attend the Annual General Meeting if they have been
temporarily registered in the company's list of shareholders at the latest ten
days before the meeting.
Registration
Shareholders who wish to participate in the Annual General Meeting should
inform the company of their participation at the latest by Thursday 8 March
2007 at 4 p.m. either in writing to Kyro Corporation, FI-39200 Kyröskoski,
Finland or by telephone to +358 3 382 3072 or by e-mail to
terttu.uusitalo@kyro.fi.
The registration letter or message must arrive before the registration period
ends. We kindly ask that any power of attorney documents be delivered to the
above-mentioned address within the registration period.
Auditor
The Board of Directors proposes, on the recommendation of the Audit Committee,
the election as auditor of the authorised public accounting firm KPMG Oy Ab,
which has consented to accept the position.
Payment of the dividend
The Board of Directors proposes that, based on the confirmed balance sheet, a
dividend of EUR 0.09 per share, a total of EUR 7.1 million, be distributed for
the financial period ending 31 December 2006. The dividend shall be paid to
shareholders who are entered in the company's list of shareholders maintained
by Finnish Central Securities Depository Ltd on 16 March 2007, which is the
date of record for the dividend payment. In accordance with the Board of
Directors' proposal, the dividend will be paid on 23 March 2007.
Helsinki, 15 February 2007
Kyro Corporation
Board of Directors
For further information, please contact:
IR & Communications Manager Emmi Watkins at +358 400 903 260 /
emmi.watkins@kyro.fi.
Kyro Corporation is a growing, financially solid international technology
group. The Glass Machinery Group of Kyro's main business area Glaston
Technologies is the global market leader in glass processing machines. Tamglass
Glass Processing Ltd is the leading comprehensive supplier of architectural
glass in Finland and neighbouring countries. Kyro's Energy business area
consists of Kyro Power Oy, a local, environmentally friendly energy producer.
www.kyro.fi
www.glaston.net
Distribution: Helsinki Stock Exchange