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2008-04-02 17:00:00 CEST 2008-04-02 17:00:10 CEST REGULATED INFORMATION Done Solutions Oyj - Decisions of general meetingDECISIONS BY THE ANNUAL GENERAL MEETINGDone Solutions Corporation Stock Exchange Release, April 2, 2008, at 6:00 p.m. DECISIONS BY THE ANNUAL GENERAL MEETING Done Solutions Corporation's (Done) Annual General Meeting (AGM) on April 2, 2008 made the following decisions: 1. Financial statements, Board of Directors and auditors The AGM adopted the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial period of January 1-December 31, 2007. The AGM re-elected Jyri Merivirta, Matti Nevalainen and Pekka Tammela members of Done's Board of Directors. After the AGM the Board of Directors elected at their assembly meeting on April 2, 2008 Jyri Merivirta as the Chairman of the Board. The AGM elected PricewaterhouseCoopers Oy, Authorized Public Accountants, Done's auditor, with Juha Tuomala, Authorized Public Accountant, acting as the regular auditor. Based on the AGM's decision, the remuneration payable to the company's auditors will be based on an accepted invoice submitted by them to the company. The AGM also decided that the remuneration of the Chairman of the Board will be EUR 5,000 monthly and that of other members, EUR 3,000 monthly. There will be no remuneration to Board members who own at least 5 percent of Done Solutions Corporation's shares either themselves or through a company of which they own at least 50 percent. Travel expenses will be paid according to company travel instructions. 2. Annual results and dividend distribution The AGM approved the proposal by the Board of Directors for the allocation of the profit of EUR 2,468,492.04 for the financial period to be entered in retained profit, and a per-share dividend of EUR 0.04 totalling EUR 3,044,623.76 to be paid for the financial year 2007. Dividends will be paid to shareholders who will have registered in the Company's Shareholder Register, maintained by Finnish Central Securities Depository Ltd, by the dividend record date on April 7, 2008. The dividend payment date will be April 14, 2008. 3. Board authorization to decide to buy back own shares (treasury shares) The AGM authorized the Board, with cancelling the previous authorization of 6,643,648 shares, to decide to buy back a maximum of 7,593,648 own shares using Company unrestricted equity, in which case any buyback will reduce the amount of Company distributable earnings. The Company may buy back shares in order to develop its capital structure, finance and implement any corporate acquisitions or other transactions, implement share-based incentive plans, or otherwise dispose of or cancel them. The Company may buy back shares, based on a) A bid submitted to all shareholders on equal terms and conditions in proportion to their current holdings in Company shares and at the same price, decided by the Board of Directors; or b) Public trading on marketplaces, whose rules and regulations allow the Company to trade in its shares. In such a case, the Company buys back shares in proportion, other than its shareholders' holdings in Company shares. The authorization is valid until April 30, 2009. 4. Board authorization to decide on a share issue and grant special rights related to shares The AGM authorized the Board, with cancelling the previous authorization up to the unused amount, to decide to issue a maximum of 30,000,000 shares or to grant special rights (including stock options) entitling to shares, under §1 of Section 10 of the Companies Act, in one or several tranches. This authorization is used to finance and implement any prospective corporate acquisitions or other transactions, to implement the Company's share-based incentive plans or for other purposes determined by the Board. The authorization also grant the Board the right to decide on all terms and conditions governing said share issue and the granting of said special rights, including subscribers or the grantees of said special rights and the payable consideration. Consequently, the authorization includes the right to carry out a private placement on conditions specified by law. The authorization includes both the right to issue new shares and to dispose possible own shares owned by the company. The authorization is valid until April 30, 2010. Done Solutions Corporation Olli-Pekka Salovaara President and CEO For further information, please contact: Olli-Pekka Salovaara, President and CEO, gsm +358(0)40 5675520 olli-pekka.salovaara@donesolutions.com http://www.donesolutions.com Distribution Helsinki Stock Exchange Financial Supervision Authority Major media Done Solutions Corporation, listed on the OMX Helsinki Stock Exchange, is the parent company of Done Group. Done's subsidiaries focus on the provision of advanced Finnish specialist expertise and export-based operations. |
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