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2007-04-03 10:00:17 CEST 2007-04-03 10:00:17 CEST REGULATED INFORMATION Done Solutions Oyj - Decisions of general meetingDECISIONS BY THE ANNUAL GENERAL MEETINGDone Solutions Corporation's (Done) Annual General Meeting (AGM) on April 3, 2007 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, 2006. The AGM re-elected Jyri Merivirta and Matti Nevalainen and elected Pekka Tammela, M.Sc.(Econ.&Bus.Adm.), APA members of Done's Board of Directors. Tammela has worked in managerial posts in 1999-2006, such as CFO in Solteq Corporation and Panostaja Corporation and Senior Manager in KPMG and Pricewaterhousecoopers. After the AGM the Board of Directors elected at their assembly meeting on April 3, 2007 Jyri Merivirta as the Chairman of the Board. The AGM re-elected Deloitte & Touche Oy, Authorized Public Accountants, Done's auditor, with Eero Lumme, 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 191,505.74 for the financial period to be entered in retained profit, and a per-share dividend of EUR 0.01 to be paid for the financial year 2006. 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 10, 2007. The dividend payment date will be April 17, 2007. 3. Board authorization to decide on a share issue and grant special rights related to shares The AGM authorized the Board to decide to issue a maximum of 33,000,000 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 will 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 will 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 will be valid until April 30, 2009. 4. Board authorization to decide to buy back own shares (treasury shares) The AGM authorized the Board to decide to buy back a maximum of 6,643,648 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 will be valid until April 30, 2008. 5. Board authorization to dispose of treasury shares held by the Company The AGM authorized the Board to decide to dispose of treasury shares, as mentioned in item 4, either against payment or without payment on the following terms and conditions: The Board of Directors should have the right to decide to whom, and in what order, treasury shares will be disposed of. The Company may dispose of said shares: To Company shareholders in proportion to their current holdings in Company shares; or, waiving the shareholders' pre-emptive right, if the Company has a cogent financial reason to do so, such as using shares to finance any prospective corporate acquisitions or other transactions, financing investments or using them as part of the Company's share-based incentive plan. Share disposal may be carried out without payment if the Company has a particularly cogent financial reason to do so, taking account of the Company's and all of its shareholders' interests. The Company may dispose of a maximum of 6,643,648 treasury shares. The Board of Directors has the right to decide that the amount payable for shares within the context of their disposal be recognized either fully or partly under share capital or invested unrestricted equity. The Board of Directors will decide on other issues related to the disposal of shares. The authorization will be valid until April 30, 2008. 6. Alteration of the Articles of Association The AGM decided to alter the Articles of Association to correspond to the regulations under the new Companies Act effective since September 1, 2006. The following relevant alterations are made: - Remove Article 3 on the minimum and maximum share capital and the number of shares and alter the numbering of subsequent Articles. - Remove stipulations on the registration and dividend record dates (Article 4) and replace the Article's title with “Shares”. - Remove the mention of the Board of Directors' Vice Chairman from Article 5. - Alter the wording of stipulations governing Company representation under Article 7 to be in conformity with the new Companies Act and combine Article 8 on Procuration with Article 7 and alter the numbering of subsequent Articles. - Alter Article 9 on Audit in such a way that the Company has one auditor, who must be a firm of Authorized Public Accountants, and that the auditor's term of office expires at the end of the Annual General Meeting following its election. - Add to Article 10 a mention of the opportunity to publish notice of a shareholders' meeting on the Company's website. - Alter the content of the AGM's Agenda, as referred to in the second paragraph under Article 12, to be in conformity with the new Companies Act. Done Solutions Corporation Juha Kujala Acting CEO For further information, please contact: Juha Kujala, acting CEO, gsm +358 (0) 40 734 9017 juha.kujala@donesolutions.com http://www.donesolutions.com Distribution: Helsinki Stock Exchange Financial Supervision Authority Major media With its shares having been quoted on the Helsinki Stock Exchange since 2001, Done Solutions is organized into three business areas: Services (Done Information) provides multilingual documentation and visualization services; Systems (Done Logistics) provides comprehensive intralogistics systems, based on automated materials-handling and supporting information systems; and Health Care (Tiolat) provides iCare-tonometers for eye specialists and opticians. The Group's largest customers are based in the Nordic countries, Central Europe and the United States. |
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