Robert G. Pico, President & Chief Executive Officer
Michael McCoy, Treasurer & Chief Financial Officer
Francisco Middleton, Vice President of Marketing
Dr. Javier Berrios, Vice President of Engineering
Patricia V. Agudow, Vice President of Administration & Policy Management
Leon Pierhal, President of ODIS subsidiary
Michel Lafrance, Corporate Secretary
In addition to the usual matters determined at the AGM, the shareholders approved the following matters which were submitted with the proxy materials for approval.
Stock Option Plan
The Company's incentive stock option plan was amended to conform with the TSX Venture Exchange (the "Exchange") policy changes made in December 2008. At the same time, the fixed number of common shares authorized to be issued under the new plan (the "2009 Plan") was increased from 11,930,000 to 12,115,000, an increase of 185,000. The new fixed number is slightly less than the allowable 20% of the issued shares of the Company. In accordance with the provisions of conditional approval of the 2009 Plan by the Exchange, it was approved by the disinterested shareholders of the Company.
Among some of the changes implemented in the 2009 Plan are the following: (i) extending the maximum term of options from 5 years to 10 years, (ii) allowing the granting to any one optionee, within a 12 month period, of options to purchase an aggregate number of shares exceeding 5% of the issued shares of the Company, calculated at the date the option are granted, and (iii) removing the mandated vesting provisions, except for options granted to Consultants performing "Investor Relations Activities".
Shareholders Rights Plan
A Shareholder Rights Plan (the "Rights Plan") was established to ensure fair treatment for all shareholders in the event of a take-over bid and to provide shareholders and the Company's Board of Directors with adequate time to evaluate any bid for the Company and the opportunity to maximize shareholder value in the event of any such bid.
Under the Rights Plan, one right will be issued and will attach to each outstanding Common Share of the Company. A Right only becomes exercisable upon the occurrence of a Flip-In Event, which is a transaction by which a person becomes an Acquiring Person and which otherwise does not meet the requirements of a Permitted Bid. An Acquiring Person is generally a person who becomes the beneficial owner of 20% or more of the outstanding common shares of the Company. The result of this provision is that, in the event a Flip-in Event occurs, subject to all other provisions of the Rights Plan, each right will constitute the right to purchase from the Company ten (10) additional Common Shares at 50% of the market price at the time of the Flip-in Event. This purchase could cause substantial dilution to the person or group of persons attempting to acquire control of the Company, other than by way of a Permitted Bid. The Rights expire on the termination of the Rights Plan, unless redeemed before such time. If a Take-over Bid is structured as a Permitted Bid, a Flip-In Event will not occur and the Rights will not become exercisable. Permitted Bids must be made by means of a Take-over Bid circular and comply with certain provisions which the directors believe will ensure compliance with the objectives of the Rights Plan. The shareholders' approval of the Rights Plan fulfills the requirements of the Exchange which advised the Company that it does not object to the Rights Plan, subject to approval of the shareholders.
The full text of the 2009 Plan and the Rights Plan are available from the Corporate Secretary of The Company.
Appointment of Auditors
The shareholders approved the appointment of UHY LLP, Certified Public Accountants, of New Haven, Connecticut as auditors of the Company for the ensuing year, to replace Smith Nixon LLP. UHY LLP has been involved for several years in the auditing of OPEL Inc., a subsidiary of the Company.
About OPEL International
With operations headquartered in Shelton, CT and Toronto, Ontario, Canada, OPEL designs, manufactures and markets high performance concentrating photovoltaic ("HCPV") panels to transform solar energy into electricity for worldwide application. OPEL's high performance photovoltaic concentrating panels generate up to 40% more kilowatt-hours than conventional flat plate silicon solar panels, resulting in more cost effective electricity generated from the sun. OPEL also markets a complete line of dual and single axis solar trackers to mount solar panels for the optimum power output. OPEL also designs infrared sensor type products for military and industrial applications.
A leader in gallium arsenide and solar photovoltaic technology, the Company has been awarded 39 patents and has 8 more patents pending. OPEL's common shares trade on the TSX Venture Exchange under the symbol "OPL". For more information about OPEL, please visit the Company's website at www.opelinc.com.
Dated: June 18, 2009
ON BEHALF OF THE BOARD OF DIRECTORS
Michel Lafrance, Secretary
Investors are cautioned that except for statements of historical facts, certain statements contained in this news release may include forward-looking information with respect to the Company. Such forward-looking statements or information are based on current expectations, estimates and projections formulated using assumptions currently believed to be reasonable and involving a number of risks and uncertainties which could cause actual results to differ materially from those anticipated. The Company does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
The TSXV has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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