2009-04-08 15:30:00 CEST

2009-04-08 15:30:11 CEST


REGULATED INFORMATION

English
Done Solutions Oyj - Company Announcement

BOARD PROPOSALS TO THE ANNUAL GENERAL MEETING APRIL 15, 2009


Done Solutions Corporation
Stock Exchange Release, April 8, 2009, at 4.30 pm

BOARD PROPOSALS TO THE ANNUAL GENERAL MEETING APRIL 15, 2009

1.Discussion of annual results and dividend distribution

The Board of Directors proposes to the AGM that a dividend of EUR 0.02 per
share prior to the reverse share split to be put before the AGM be paid for the
financial year 2008. Dividends will be paid to shareholders who will have
registered in the Company's Shareholder Register, maintained by Euroclear
Finland, by the dividend record date of April 20, 2009. The Board of Directors
proposes that the dividend payment date be April 27, 2009. 

2.Board authorization to resolve to buy back own shares (treasury shares)   

The Board of Directors proposes that the AGM cancel the previous authorization
to buy back 7,593,648 own shares and 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.
Should the reverse share split to be put before the AGM be approved, the number
of shares under the authority granted shall be changed correspondingly. 

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; 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 Board
proposes that the authorization be valid until April 30, 2010. 

3. Board authorization to resolve on a share issue and granting special rights
related to shares 

The Board of Directors proposes that the AGM cancel any previous authorizations
- inasmuch as these have not been exercised - and 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. Should the
reverse share split to be put before the AGM be approved, the number of shares
under the authority granted shall be changed correspondingly. 

The Board proposes that this authorization 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 Board proposes that the authorization also grant the Board the right to
decide 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 Board proposes that the authorization be valid until April 30, 2010.

4. Board 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 

The Board proposes that the number of company shares be decreased, without
decreasing the share capital, by means of a reverse share split which would
merge five (5) existing shares into one (1) new share for the purposes laid
down in Chapter 15: 9 of the Limited Liability Companies Act and in observance
of the procedure specified therein. The reverse share split is proposed to be
accomplished by redeeming from each shareholder a number of shares determined
in accordance with a redemption ratio of 4/5. The purpose of the reverse share
split is to improve share trading conditions and price formation, and to
increase the value of individual shares. The Board therefore holds that the
Company has a weighty financial reason for the proposed reverse share split and
related share redemption. 

The number of shares to be redeemed from a shareholder must be divisible by
five. The shares in excess of the nearest integer divisible by five would
additionally be redeemed from shareholders whose holding is not divisible by
five at the record date of the reverse share split (“rounding”). The number of
shares will be evaluated separately for each book-entry account. 

The redemption would be carried out without compensation, with the exception of
the payment based on rounding as referred to in Chapter 15:9 of the Limited
Liability Companies Act. The redemption would be carried out as specified in
the section referred to above in a proportion other than the shareholders'
holdings. Redeemed shares would be cancelled. 

Subsequent to the reverse share split, the Company would without delay, on
behalf of the shareholders concerned, sell in public trading as referred to in
Chapter 1:3 of the Securities Markets Act, the excess shares redeemable due to
the aforementioned rounding. The funds derived from the share sales would be
paid to shareholders in proportion to the differences arrived at by subtracting
from the number of shares redeemable from each shareholder the number of shares
redeemable in the absence of rounding. Interest at the reference rate valid
from time to time as provided in section 12 of the Interest Act will be paid on
the funds for the period between the share redemption date and the date of
remittance of the funds. 

The record date of the reverse share split, according to which the right to
funds derived from shares sold on the basis of rounding, would be April 20,
2009. The redeemed shares would be cancelled and the number of post-reverse
share split shares would be entered in the Trade Register on April 20, 2009.
The implementation of the reverse share split and related redemption would
register in the shareholders' book-entry accounts on April 21, 2009, on which
date trading in the post-reverse split shares would also commence upon
completion of the reverse share split. The funds derived from shares sold on
the basis of rounding would be paid to shareholders on or about April 27, 2009
providing that the sale of all the shares can be accomplished in a single day
(April 21, 2009). If not, the payment of fractions will take place on the
fourth (4th) day following the execution of the final sale. 

Should this reverse share split proposal be approved and implemented, the Board
will resolve to change, in accordance with the terms of the Company's 2007
option scheme 
-the subscription price of A Options to correspond to the reverse share split
proportion; 
-the determination period of the subscription price of B Options from April
2009 to May 2009 owing to the proposed reverse share split taking place during
April 2009; 
-the numbers of shares subscribable for in exercise of A, B and C Options so
that five (5) options entitle to subscribe for one (1) share; 
-the subscription price of a share to be subscribed for in exercise of stock
options shall be reduced by an amount equal to five times the dividends decided
subsequent to the end of the subscription price determination period and prior
to subscription in respect of dividends, the record date of which falls on or
before April 20, 2009; and 
-the number of new shares to be subscribed for in exercise of the options may
increase by a maximum of 736,873 new shares. 

The Board of Directors would moreover resolve to modify the terms and
conditions of the options so as to cater for the reverse share split. All
holders of options have consented to the modification. 

Should the reverse share split proposal be approved, the number of shares under
the authorizations proposed to the AGM concerning the acquisition of own
shares, the right to issue shares and the right to grant special rights
relating to shares shall change such that, subsequent to the reverse share
split: 
- the authority to buy back shares shall apply to a maximum of 1,536,795 shares
and; 
-the authority to issue shares and that related to the granting of special
rights shall apply to a maximum of 6,000,000 shares. 

5. Amendments to the Articles of Association

The Board of Directors proposes that Articles 1, 2 and 8 of the Articles of
Association be amended 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 theBoard of Directors, or by dispatching the notice in writing to all shareholders
at the addresses entered for them in the Shareholder Register. 

Vantaa, April 8, 2009

Done Solutions Corporation
Board of Directors

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:
NASDAQ OMX Helsinki
Financial Supervision Authority
Major media

Done Solutions Corporation, listed on the NASDAQ OMX Helsinki, is the parent
company of Done Group. Done's subsidiaries focus on the provision of advanced
Finnish specialist expertise and export-based operations.