INVITATION TO LAROX CORPORATION ANNUAL GENERAL MEETING OF SHAREHOLDERS
Larox Corporation shareholders are invited to the annual general meeting of
shareholders to be held on Wednesday 26 March 2008 at 1 p.m. at Larox
Corporation headquarters, address Tukkikatu 1, 53900 Lappeenranta.
The matters to be handled in the annual general meeting of shareholders are:
1. ACCORDING TO PARAGRAPH 12 OF THE ARTICLES OF ASSOCIATION THE ROUTINE MATTERS
OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
2. PAYMENT OF DIVIDENDS
Based on the proposal by the Board of Directors the dividend for the past fiscal
year, which ended on 31 December 2007, is EUR 0.60 per share. Shareholders who
are registered in the shareholders' registry maintained by the Finnish Central
Securities Depository Ltd. on 31 March 2008, the matching day of dividend
payment, are entitled to the dividend. The dividends will be paid on 7 April
2008.
3. AMENDMENT OF ARTICLES OF ASSOCIATION
The Board of Directors proposes that the company's current articles of
association be amended as follows:
§1 The business name and registered office of the company
The business name of the company is Larox Oyj and Larox Corporation in English.
The company's registered office is in Lappeenranta, Finland.
§2 Business of the company
The business of the company comprises worldwide
1) design, development, training in, maintenance, manufacture, purchase, sale
and renting of equipment, machinery, materials and know-how, as well as
providing other related services for the process and mining industries;
2) delivery of industrial plants for the process and mining industries, and
production planning, development, training and other consultancy for these
plants;
3) operation and maintenance of industrial plants or related equipment and
machinery for the process and mining industries;
4) mining operations, owning and managing mines; as well as
5) owning, managing, trading in and renting real property, owner-occupied flats
and securities.
§3 Book-entry system
The shares of the company are included in the book-entry system.
§4 Shares of the company
The shares of the company are divided into A and B series of shares. Each share
in the A series entitles the holder to twenty (20) votes and each share in the B
series to one (1) vote.
§5 Board of Directors
The company has a Board of Directors with at least three (3) and at the most six
(6) ordinary members elected by the shareholders' meeting. The term of the Board
of Directors expires at the closing of the next ordinary shareholders' meeting
following their election.
The Board of Directors has a Chairman elected by the Board among its members.
§6 Managing Director of the Company
The company has a Managing Director elected by the Board of Directors.
§7 Representing the Company
In addition to the Board of Directors, the Chairman of the Board of Directors
and the Managing Director, each on their own, two members of the Board of
Directors jointly, as well as persons so authorized by the Board of Directors
can represent the company.
§8 Accounting period
The accounting period of the company shall be the calendar year.
§9 Auditor
The company shall have one (1) primary auditor, which shall be a public
accountant company accepted by the Central Chamber of Commerce, or alternatively
an auditor and a deputy auditor accepted by the Central Chamber of Commerce.
The term of office of the auditor shall expire at the closing of the next
ordinary shareholders' meeting following their election.
§10 Summons to a shareholders' meeting
The summons to a shareholders' meeting shall be delivered to the shareholders at
the earliest three (3) months and at the latest seventeen (17) days before the
meeting by publishing an announcement in at least one (1) newspaper published in
Finland chosen by the Board of Directors.
In order to be entitled to participate in the shareholders' meeting the
shareholders shall confirm their attendance to the Company at the latest on the
date mentioned in the invitation, which date may not be earlier than ten (10)
days prior to the meeting.
§11 Ordinary shareholders' meeting
The ordinary shareholders' meeting shall be held within six (6) months from the
end of the accounting period.
The ordinary shareholders' meeting shall handle the following matters:
Presenting
1. the financial statements of the company and the consolidated financial
statements and the annual report; and
2. the auditor's report;
deciding upon
3. adoption of the financial statements and consolidated financial statements;
4. measures called for by the profit reported on the balance sheet;
5. granting discharge from liability to the members of the Board of Directors
and to the Managing Director;
6. the number of members of the Board of Directors; and
7. the fees to be paid to the members of the Board of Directors and to the
auditor;
electing
8. the members of the Board of Directors and
9. the auditor; and
handling
10. any other matters mentioned in the summons to a shareholders' meeting.
§12 Place where the shareholders' meeting is held
The shareholders' meeting shall be held either at the place where the company
has its registered office, or in Helsinki, Espoo or Vantaa.
4. COMPOSITION OF THE BOARD OF DIRECTORS AND AUDITORS
The shareholders who hold over 50 % of the number of votes the company shares
give have informed that they will propose to the annual general meeting of
shareholders that the following current members of the board of directors be
elected to the board of directors for the term which lasts until the next annual
general meeting of shareholders: Mr. Timo Vartiainen, Ms. Katariina Aaltonen,
Mr. Teppo Taberman, Mr. Thomas Franck and Mr. Matti Ruotsala. For more
information on the board member candidates, please visit the company's web pages
www.larox.com/investors
The same shareholders have also informed that they will propose to the annual
general meeting of shareholders that the auditing society PricewaterhouseCoopers
Oy be elected as auditors and APA Kim Karhu with the main responsibility for the
audit.
Documents
The copies of the financial statements and the proposals by the board of
directors are available to the shareholders one week before the meeting at Larox
Corporation headquarters. Copies of these documents are available on request.
Participation
Shareholders who are registered as shareholders in the shareholders' register
maintained by the Finnish Central Securities Depository Ltd no later than 14
March 2008 have the right to participate in the annual general meeting of
shareholders.
Notification of participation
Shareholders who wish to participate in the annual general meeting of
shareholders must notify the company no later than 18 March 2008 at 2 p.m.
Notification can be made in writing to Larox Corporation, P.O. Box 29, 53101
Lappeenranta, by phone +358 207687200, fax +358 207687277 or email to
tuula.poutanen@larox.com
Possible powers of attorney or other authorizations are requested be given with
the notification of participation.
Lappeenranta 21 February 2008
LAROX CORPORATION
Board of Directors
www.larox.com
DISTRIBUTION: OMX Nordic Exchange in Helsinki, central media
Larox develops, designs and manufactures industrial filters and is a leading
technology company in its field. Larox is a full service solution provider in
filtration for separating solids from liquids. It supplies comprehensive
aftermarket services throughout the lifespan of the Larox solution. Companies
world-wide in mining and metallurgy, chemical processing and related industries
benefit from the Larox technologies. Larox operates in over 40 countries and has
over 460 employees. Larox Group is headquartered in Lappeenranta, Finland where
the Group also has production facilities. Net sales in 2007 totaled 158.3
million euros, of which more than 95 % were generated by exports and the
company's foreign operations.