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2007-06-19 11:54:29 CEST 2007-06-19 11:54:29 CEST REGULATED INFORMATION TJ Group - Decisions of general meetingTJ GROUP PLC, DECISIONS OF THE ANNUAL GENERAL MEETINGTJ Group Plc Stock Exchange Release June 19, 2007 DECISIONS OF THE ANNUAL GENERAL MEETING OF TJ GROUP PLC The Annual General Meeting of TJ Group Plc on 19 June 2007 resolved to adopt the accounts of TJ Group for the accounting period of 1 January-31 December 2006. It also granted the members of the Board of Directors and the Chief Executive Officers discharge from liability for the accounting period. The loss of the accounting period will be left in the Company's profit and loss account. No dividend will be distributed. As ordinary members of the Board of Directors were elected Hannu Jokela, Jörg Ott, Jyrki Salminen and Tuomo Tilman. As deputy members of the Board of Directors were elected Markku Montonen and Anneli Saarikoski. The Annual General Meeting decided that the members of the Board of Directors will be paid attendance allowance as follows: the Chairman of the Board of Directors will be paid 1,500 euros/month, the members of the Board of Directors 1,000 euros/month, and the deputy members of the Board of Directors 700 euros/meeting and auditor's fee according to invoice. Ernst & Young Oy, an auditing firm authorized by the Central Chamber of Commerce, with Arto Tenhula as the main responsible auditor, was elected as the auditor for the Company. The Annual General Meeting decided to change the Articles of Association as proposed by the Board of Directors. The Annual General Meeting authorised the Board of Directors to grant new shares against payment in a share issue and to grant special rights in accordance with the Chapter 10, Section 1 of the Companies Act, including option rights, which give the right to subscribe shares against payment. The amount of new shares issued by the company and new shares subscribed on the basis of special rights shall be 26,000,000 at the maximum. The authorisation includes the right to grant shares or special rights entitling to shares in a directed issue, that is, to deviate from the shareholders privilege on the basis of the prerequisites specified in the Companies Act. A directed share issue requires a weighty financial reason on the part of the company, such as financing or implementing acquisitions or other business arrangements, implementing incentive systems targeted at the company's personnel, or other important financial reason for the company specified by the Board of Directors. On the basis of the authorisation, the Board of Directors has the right to decide on all other terms of the issuing of new shares or granting of the mentioned special rights, including the recipients of shares or special rights and the amount of compensation to be paid. The authorization shall be valid until 31 December 2010. 51.68 percent of the Company's share capital and votes were present in the Annual General Meeting. The decisions of the meeting were made unanimously. The minutes of the meeting will be displayed for view of the shareholders at the head offices of the company on 2 July 2007, at the latest. TJ Group Plc Hannu Jokela CEO Tel. +358 207 91 6700 Distribution: Helsinki Exchanges Main media www.tjgroup.com |
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