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2007-06-01 13:15:31 CEST 2007-06-01 13:15:31 CEST REGULATED INFORMATION Neomarkka - Decisions of extraordinary general meetingDECISIONS TAKEN AT THE EXTRAORDINARY SHAREHOLDERS' MEETING OF NEOMARKKA PLC ON JUNE 1, 2007Neomarkka Plc STOCK EXCHANGE RELEASE June 1, 2007 at 14.15 1(2) Translation: DECISIONS TAKEN AT THE EXTRAORDINARY SHAREHOLDERS' MEETING OF NEOMARKKA PLC ON JUNE 1, 2007 BOARD OF DIRECTORS PROPOSAL REGARDING THE PURCHASE OF THE SHARES OF REKA CABLES LTD. A shareholders' meeting decided to approve the deal concerning the purchase of the shares of Reka Cables Ltd. signed on May 10, 2007 and the implementation of the transaction. The transaction is part of the reorientation of the business of Neomarkka Plc. The debt-free value of the deal is EUR 30 million, and the purchase price of the shares is about EUR 26 million, based on December 31, 2006 consolidated FAS value of net liabilities of Reka Cables Group. In addition, the parties have also agreed on review the price, which will depend on the average operating profit figures of Reka Cables in 2007 and 2008. The price can be increased or decreased by a maximum of EUR 3.5 million. AMENDING THE ARTICLES OF ASSOCIATION The shareholders' meeting decided to amend the Articles of Association in accordance with the proposal of the Board of Directors. These amendments are associated with the reorientation of the business of Neomarkka Plc on the one hand and with the changes introduced in the new Companies Act (624/21.7.2006) on the other. The Articles of Association are to be amended as follows: - amend section 2 to make the company domicile Hyvinkää, - amend section 3 to make the sphere of operations include ownership of shares of companies engaged in business and related actions, - delete the clauses on the minimum and maximum share capital in section 4, - delete the clauses on the nominal share value in section 5, - amend the third paragraph of section 6 to include a reference to share issues and delete the reference to increasing the share capital, and split the section so that the latter half of the section will become the new section 5, which will contain only the clause that the company's shares are in the book-entry system, deleting all other content, - amend section 8 to delete the clauses on the convening and decision-making of the Board of Directors, because these are provided for in the new Companies Act, and also amend the clause concerning the election of deputy members of the Board of Directors to state simply that a shareholders' meeting can elect deputy members, - amend section 10, replacing “signing for the company” with “representing the company” and amending the section to state that the company is represented by the chairman of the Board of Directors together with another member of the Board or with the Managing Director, - amend section 11 to state that the company has one auditor, who must be an accounting firm authorized by the Finnish Central Chamber of Commerce, - amend section 16 to conform to the new Companies Act. CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS The number of members of the Board of Directors was confirmed as six. The following persons were elected to the Board of Directors of Neomarkka Plc: Chairman Jorma Wiitakorpi (new),President and CEO, Porvoo; Vice Chairman Matti Lainema (new), Ph.D.(Econ.) Helsinki; and members, Commercial Counsellor Ilpo Helander (new), Espoo; Managing Director Pekka Soini (new), Helsinki; and re-elected members Hannu Anttila, Executive Vice President, Strategy, Espoo and Taisto Riski, Managing Director, Oulu. Respectfully, Neomarkka Plc Board of Directors pp. Kristiina Vuorimies Financial Manager APPENDIX: Articles of Association (translation) FURTHER INFORMATION: Managing Director Markku E. Rentto, tel. +358 40 500 1858 DISTRIBUTION Helsinki Stock Exchange Main media www.neomarkka.fi |
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