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2010-03-25 09:10:00 CET 2010-03-25 09:10:03 CET REGULATED INFORMATION Affecto Oyj - Decisions of general meetingDECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLCAFFECTO PLC STOCK EXCHANGE RELEASE 25 MARCH 2010 at 10:10 DECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLC The Annual General Meeting of Affecto Plc, which was held on 25 March 2010, adopted the financial statements and consolidated financial statements for 1.1.-31.12.2009 and discharged the members of the Board of Directors and the CEO from liability. Approximately 49 percent of Affecto's shares and votes were represented in the Meeting. DIVIDEND The Annual General Meeting decided that a dividend of EUR 0.06 per share be distributed for the financial year 2009. The record date of the dividend payment is 30 March 2010 and the dividend will be paid on 13 April 2010. BOARD OF DIRECTORS AND AUDITOR The Annual General Meeting decided that the number of members of the Board of Directors is six. The Annual General Meeting resolved further that the monthly fees of the members of the Board of Directors remain unchanged: EUR 1,600 for each member and EUR 2,900 for the Chairman of the Board of Directors. Aaro Cantell, Pyry Lautsuo, Heikki Lehmusto, Esko Rytkönen and Haakon Skaarer were re-elected as members of the Board of Directors. Jukka Ruuska was elected as a new member to the Board of Directors. Immediately after the Annual General Meeting the organization meeting of the Board of Directors was held and Aaro Cantell was elected Chairman of the Board and Jukka Ruuska as Vice- Chairman. KPMG Oy Ab was elected auditor of the company with Reino Tikkanen, APA, as auditor in charge. AMENDMENT OF THE ARTICLES OF ASSOCIATION The Meeting decided to amend Section "9 Notice of Meeting" of the Articles of Association of the company due to the amendments in the Finnish Companies Act as follows:"The notice to the General Meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest three (3) weeks prior to the General Meeting by releasing the notice on the Company's website and, if so decided by the Board of Directors, by publishing the notice in one newspaper with a wide circulation determined by the Board of Directors. The notice shall, however, be delivered at least nine (9) days before the record date of the Meeting. In order to attend the General Meeting of Shareholders, a shareholder shall register his participation with the company in the manner indicated in the notice to convene and by the therein-indicated registration date, which date may not be earlier than ten (10) days prior to the meeting. The General Meeting of Shareholders shall be held in Helsinki or Espoo." AUTHORISATIONS OF THE BOARD OF DIRECTORS The Annual General Meeting approved the Board's proposals for the authorisations of the Board of Directors. Authorisation to decide to issue shares The Annual General Meeting decided to authorise the Board of Directors to decide to issue new shares and to convey the company's own shares held by the company in one or more tranches. The share issue may be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors and in relation to a share issue against payment at a price to be determined by the Board of Directors. The authorisation includes also the right to issue option rights and special rights, in the meaning of Chapter 10 Section 1 of the Companies Act, which entitle to the company's new shares or the company's own shares held by the company against consideration. A maximum of 4,200,000 new shares may be issued. A maximum of 2,100,000 own shares held by the company may be conveyed. The authorisation comprises the right to deviate from the shareholders' pre- emptive subscription right provided that the company has a weighty financial reason for the deviation in a share issue against payment and provided that the company, taking into account the interest of all its shareholders, has a particularly weighty financial reason for the deviation in a share issue without consideration. Within the above mentioned limits the authorisation may be used e.g. in order to strengthen the company's capital structure, to broaden the company's ownership, to be used in corporate acquisitions or when the company acquires assets relating to its business and as part of the company's incentive programmes. The shares may also be subscribed for or own shares may be conveyed against contribution in kind or by means of set-off. In addition, the authorisation includes the right to decide on a share issue without consideration to the company itself so that the amount of own shares held by the company after the share issue is at most one-tenth (1/10) of all shares in the company. Pursuant to Chapter 15 Section 11 Subsection 1 of the Companies Act all own shares held by the company or its subsidiaries are included in this amount. The authorisation shall be in force until the next Annual General Meeting. Authorisation to decide to acquire the company's own shares The Annual General Meeting decided to authorise the Board of Directors to decide to acquire of the company's own shares with distributable funds in one or more tranches on the terms set forth below. The acquisition of shares reduces the company's distributable non-restricted shareholders' equity. The company's own shares may be acquired in order to strengthen the company's capital structure, to be used as payment in corporate acquisitions or when the company acquires assets related to its business and as part of the company's incentive programmes in a manner and to the extent decided by the Board of Directors and to be transferred for other purposes or to be cancelled. A maximum of 2,100,000 shares may be acquired. The company's own shares may be acquired in accordance with the decision of the Board of Directors either through a public trading or by a public offer at their market price at the time of purchase. The Board of Directors shall decide upon all other matters regarding the acquisition of own shares. The authorisation shall be in force until the next Annual General Meeting. LOWERING OF THE SHARE PREMIUM RESERVE The Meeting approved the proposal of the Board of Directors and decided to lower the share premium reserve of the parent company Affecto Plc in total EUR 21,911,945.36 by transferring the entire capital into the reserve for invested unrestricted equity. The lowering shall become effective upon approval by the National Board of Patents and Registration. Helsinki, 25 March 2010 AFFECTO PLC Board of Directors Additional information: Chairman of the Board, Aaro Cantell, tel. +358 400 706 072 CEO Pekka Eloholma, tel. +358 205 777 737 www.affecto.com |
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