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2009-02-12 09:31:14 CET 2009-02-12 09:31:57 CET REGULATED INFORMATION Affecto Oyj - Notice to general meetingINVITATION TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF AFFECTO PLCAFFECTO PLC STOCK EXCHANGE RELEASE 12 FEBRUARY 2009 at 10:30 INVITATION TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF AFFECTO PLC The shareholders of Affecto Plc are hereby summoned to the Annual General Meeting ("Meeting") to be held on Friday 3 April 2009 at 9.00 a.m. at Finlandia Hall, Elissa-room, Mannerheimintie 13, 00100 Helsinki, Finland. The following matters will be on the agenda of the Meeting: 1. Matters that pursuant to the Companies Act and Section 10 of the Articles of Association are to be considered by the Company - The financial statement, consolidated financial statements, annual report and auditor's report will be presented. - The financial statement and consolidated financial statements will be confirmed. - The Dividend Distribution. - The discharging from liability in respect of the directors and the CEO will be decided upon. - The fees for the directors and the auditor will be decided upon. - The number of the directors in the Board of Directors will be decided upon and the directors and the auditor will be chosen. 2. Proposal by the Board of Directors to authorise the Board of Directors to decide upon the issuing of shares The Board of Directors proposes that the Meeting authorise the Board of Directors to decide upon the issuing of new shares and upon the conveying of 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 Board of Directors proposes that 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. It is proposed that 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 Board of Directors proposes that the authorisation includes the right to decide upon 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. 3. Proposal by the Board of Directors to authorise the Board of Directors to decide upon the acquiring of the company's own shares The Board of Directors proposes that the Meeting authorise the Board of Directors to decide upon the acquiring 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. Proposal by the Board of Directors for distribution of dividends The Board of Directors proposes to the Meeting that a dividend of EUR 0.14 per share is distributed from year 2008. The Board of Directors proposes that the dividend is paid on 21 April 2009. The dividend is payable to shareholders entered into the Shareholder Register maintained by Euroclear Finland Ltd on the record date 8 April 2009 set by the Board of Directors. Composition and fees of the Board of Directors The Nomination and Compensation Committee of the Board of Directors proposes to the Meeting that the number of members of the Board of Directors is five and that the following members of the Board of Directors are elected for the next term, which extends until the closing of the following Annual General Meeting: Mr. Aaro Cantell, Mr. Pyry Lautsuo, Mr. Heikki Lehmusto, Mr. Esko Rytkönen and Mr. Haakon Skaarer. Shareholders representing 28 % of the voting rights have announced their support for the proposition of the Committee. All candidates have given their consent to the election. The Committee proposes that the monthly fees of the members of the Board of Directors remain unchanged: EUR 1,600 for the members and EUR 2,900 for the Chairman of the Board of Directors. Election of Accountants The Audit Committee of the Board of Directors proposes to the Meeting that the Authorised Public Accountants KPMG Oy Ab is elected as the auditor of the company, Mr. Reino Tikkanen, APA, as the auditor in charge. Annual accounts and proposals by the Board of Directors The notice concerning the company's annual accounts 2008 and copies of the proposals of the Board of Directors concerning items 2-3 above including appendices and other documents to be dealt with at the Meeting will be available on the company website www.affecto.com as of Monday, 23 March 2009. In addition, the documents relating to the financial statements and the proposals of the Board of Directors are available for examination by the shareholders as of Monday 23 March 2009 at the address given below, and they will also be available at the Meeting. Copies of the documents will be sent to the shareholders upon request. Right to attend and vote at the Meeting In order to attend and have the right to vote at the Meeting, a shareholder (a) shall be entered in the Shareholder Register of the company maintained by Euroclear Finland Ltd on Tuesday 24 March 2009, and (b) shall give notice to attend the Meeting by Friday 27 March 2009 at 4.00 p.m. Finnish time. Registration in the Shareholder Register The shareholder in whose name the shares are registered is automatically registered in the Shareholder Register of the company. Shareholders holding nominee-registered shares who wish to attend the Meeting may temporarily be registered in the Shareholder Register. Such registration shall be made on Tuesday 24 March 2009 at the latest. For temporary registration shareholders shall contact their account operator. Notice to attend A shareholder wishing to attend the Meeting shall give notice to attend the Meeting to the company either (a) by e-mail: arja.hyrske@affecto.com, (b) by telephone +358 205 777 757 (Ms. Arja Hyrske) Monday through Friday between 9.00 a.m. and 4.00 p.m. Finnish time, (c) by mail to Affecto Plc, Ms. Arja Hyrske, Atomitie 2, 00370 Helsinki, Finland. The notice shall be at the company's disposal no later than on Friday 27 March 2009 at 4.00 p.m. Finnish time. Delivery of proxies Proxies for using a shareholder's voting rights at the Meeting shall be submitted to the company no later than at 4.00 p.m. Finnish time on Friday, 27 March 2009. We wish our shareholders welcome to the Meeting. Helsinki, 12 February 2009 Affecto Plc The Board of Directors www.affecto.com Additional information provided by: CEO Pekka Eloholma, tel. +358 205 777 737 CFO Satu Kankare, tel. +358 205 777 202 Director of M&A and IR Hannu Nyman, tel. +358 205 777 761 APPENDICES: Appendix 1: Proposal by the Board of Directors to authorise the Board of Directors to decide upon the issuing of shares Appendix 2: Proposal by the Board of Directors to authorise the Board of Directors to decide upon the acquiring of the company's own shares ----------- Appendix 1: Proposal by the Board of Directors to authorise the Board of Directors to decide upon the issuing of shares PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE UPON THE ISSUING OF SHARES The Board of Directors proposes that the Meeting authorise the Board of Directors to decide upon the issuing of new shares and upon the conveying of the company's own shares held by the company in one or more tranches. The share issue can 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 Board of Directors proposes that 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 can be issued. A maximum of 2,100,000 own shares held by the company can be conveyed. The Board of Directors proposes that the authorisation comprises a right to deviate from the shareholders' pre-emptive subscription right provided that in a share issue against payment the company has an important financial reason for the deviation and provided that in a share issue without consideration the company, taking into account the interest of all its shareholders, has a particularly important financial reason for the deviation. The authorisation can within the above mentioned limits be used e.g. in order to strengthen the company's capital structure, to broaden the company's ownership, to be used as payment 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 conveyed in a public trading. 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 Board of Directors proposes that the authorisation includes the right to decide upon 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 and its subsidiaries are included in this amount. The authorisation shall be in force until the next Annual General Meeting. The decision by the Meeting shall be supported by shareholders with at least two-thirds of the votes cast and the shares represented at the Meeting. Affecto Plc The Board of Directors Appendix 2: Proposal by the Board of Directors to authorise the Board of Directors to decide upon the acquiring of the company's own shares PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE UPON THE ACQUIRING OF THE COMPANY'S OWN SHARES The Board of Directors proposes that the Meeting authorise the Board of Directors to decide upon the acquiring of the company's own shares with distributable funds on the terms given below. The share acquisition reduces the company's non-restricted distributable shareholders' equity. The company's own shares can 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. An aggregate of 2,100,000 shares may be acquired. Shares will 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. As the acquisition takes place in public, neither the order of acquisition nor the effect of the acquisition on the distribution of ownership and voting rights in the company nor the distribution of ownership and votes among persons belonging to the inner circle of the company is known in advance. 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. The decision by the Meeting shall be supported by shareholders with at least two-thirds of the votes cast and the shares represented at the Meeting. Affecto Plc The Board of Directors |
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