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2009-04-15 17:20:00 CEST 2009-04-15 17:20:09 CEST REGULATED INFORMATION Done Solutions Oyj - Decisions of general meetingRESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF DONE SOLUTIONS CORPORATIONDone Solutions Corporation Stock exchange release, April 15, 2009 at 18:20 RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF DONE SOLUTIONS CORPORATION The following resolutions were passed by the Annual General Meeting of Done Solutions Corporation held on April 15, 2009: 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 year running from January 1, 2008 to December 31, 2008. The AGM elected Jyri Merivirta and Pekka Tammela to a new term on the Board of Directors and Timo Mänty as a new member. At its assembly meeting held after the AGM, the Board elected Jyri Merivirta as its Chairman. The AGM resolved that the Chairman of the Board of Directors be paid a remuneration of EUR 60,000 per year and other Board members a remuneration of EUR 36,000 per year, however such that no remuneration will be paid to Board members holding at least 5% of the capital stock of Done Solutions Corporation either personally or through a company in which their holding is 50% or more. The remuneration to Board members will be paid partly in Company shares (40%) and partly in cash (60%). PricewaterhouseCoopers Oy, Authorized Public Accountants, with Juha Tuomala, Authorized Public Accountant, as principal auditor, were elected by the AGM as Done's auditor. The auditors will be remunerated in accordance with the approved invoice. 2. Annual results and dividend distribution The AGM resolved to adopt the proposal of the Board of Directors on the allocation of profit, according to which the profit for the period, EUR 6,459,279.90 will be transferred into the retained earnings account and a per-share dividend of EUR 0.02, coming to a total of EUR 1,536,794.60, declared. The dividend will be paid to shareholders entered on the record date of April 20, 2009 in the Company's Shareholder Register maintained by Euroclear Finland Oy. The date of payment of the dividend is April 27, 2009. 3. Reverse share split under Chapter 15:9 of the Limited Liability Companies Act and the related share redemption in a proportion other than shareholders' holdings The AGM rejected the Board's proposal regarding reverse share split under Chapter 15:9 of the Limited Liability Companies Act and the related share redemption in a proportion other than shareholders' holdings. 4. Board authorization to resolve to buy back own shares (treasury shares) The AGM resolved to cancel the previous authorization of the Board to buy back 7,593,648 own shares and to authorize the Board to resolve to buy back a maximum of 7.683.973 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 the shares. The Company may buy back shares, based on a) a bid submitted to all shareholders on equal terms and conditions decided by the Board of Directors, 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, the rules and regulations of which allow the Company to trade in its shares. In such a case, the Company buys back shares in a proportion other than its shareholders' holdings in Company shares. The authorization is valid until April 30, 2010. 5. Board authorization to resolve on a share issue and granting special rights related to shares The AGM resolved to cancel all existing unexercised authorizations of the Board to issue shares and to authorize the Board to resolve to issue a maximum of 30,000,000 shares or to grant special rights (including stock options) entitling to shares, in accordance with Chapter 10:1 of the Limited Liability Companies Act, in one or several tranches. The authorization was granted to be 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 grants 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. The authorization includes the right to disapply shareholders' pre-emption rights in issuing shares (private placement). The Board authorization shall cover new share issues and the disposal of any own shares held by the Company. The authorization is valid until April 30, 2010. 6. Amendments to the Articles of Association The AGM resolved to amend Articles 1, 2 and 8 of the Articles of Association to read as follows: Article 1 Company name and domicile The company name is Revenio Group Oyj in Finnish, Revenio Group Abp in Swedish, and Revenio Group Corporation in English. The company is domiciled in Vantaa. Article 2 Line of business The company is the parent company of a conglomerate, and provides the related support, consultation, information, information technology, marketing, financing, administrative and expert services. The company may engage in business activities in its line of business either directly or through subsidiaries. It may also trade in real property and securities, and own and control securities. Article 8 Notice of general meetings of shareholders Notice of general meetings of shareholders shall be given no earlier than two (2) months and no later than twenty-one (21) days prior to the meeting by publishing the notice on the company's Internet website at www.reveniogroup.fi or in at least one Finnish-language national daily newspaper determined by the Board of Directors, or by dispatching the notice in writing to all shareholders at the addresses entered for them in the Shareholder Register. Done Solutions Oyj Olli-Pekka Salovaara President and CEO Further information: President and CEO Olli-Pekka Salovaara, tel. +358 (0)40 5675520 olli-pekka.salovaara@donesolutions.com http://www.donesolutions.com |
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