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2008-04-04 11:50:00 CEST 2008-04-04 11:50:00 CEST REGULATED INFORMATION Tiimari Oyj Abp - Decisions of general meetingTiimari annual general meeting of shareholders 2008TIIMARI PLC STOCK EXCHANGE RELEASE APRIL 4, 2008 at 12.50 TIIMARI ANNUAL GENERAL MEETING OF SHAREHOLDERS 2008 The Annual General Meeting of shareholders approved the financial statements for 2007 on April 4, 2008. It was decided to pay a dividend of 0.16 euro per share. The record date for the dividend is April 9, 2008. The dividend will be paid on April 17, 2008. The members of the Board and the President were discharged from liability for the financial year 2007. It was decided that compensation of the President of the Board is EUR 2,400 and the compensation of the other Board members is EUR 1,200 per month. Additionally it was decided that the compensation for meeting of the Board Committee is EUR 100 per meeting. It was decided that the number of Board members be seven. Arja Hautanen, Erik Helin, Kirsti Lindberg-Repo and Peter Seligson were re-elected to the Board and Alexander Rosenlew, Teppo Kauppila and Juha Mikkonen were appointed to the Board as new members. KPMG Oy Ab was elected auditor and they nominated Mr. Sixten Nyman as responsible auditor. It was decided to pay the auditors' compensation based on a reasonable invoiced amount. The Annual General Meeting decided to authorize the Board of Directors to decide on the acquisition of a maximum of 1,000,000 own shares. The company's holding of own shares, including the holdings of all subsidiaries must not, at any time, represent more than 10% of all the registered shares of the company. Own shares may be acquired for improving the company's capital structure, financing acquisitions or other arrangements or for the purpose of otherwise assigning or cancelling the shares. The minimum price for own shares shall be the lowest market price of the share quoted in the public trading during the authorisation period and the maximum price the highest market price quoted during the authorisation period. The Annual General Meeting decided to authorize the Board of Directors to decide on the manner of acquisition and other conditions related to the trading of shares. The shares can be acquired in deviation from the proportional ownership of the shareholders (directed issue) providing that there is a significant financial reason for the company to do so. Own shares acquired by virtue of the authorisation may only be acquired with free equity. Acquisition of own shares will thus decrease the company's distributable non-restricted equity. The authorisation shall remain in force until the next Annual General Meeting but not after 30 June 2009. The Annual General Meeting decided to authorize the Board of Directors to decide upon the issue of an aggregate maximum of 1,000,000 new shares in the form of a share issue or special rights (including stock options) entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act in one or more tranches. The Board of Directors may decide to issue either new shares or the company's own shares that may be in the company's possession. The decided amount of the authorisation represents approximately 9.7% of all company shares on the date on which the invitation to the Annual General Meeting was published. The authorisation is proposed to be used for financing and implementing potential acquisitions or other arrangements, consolidating the company's balance sheet and financial situation, for implementing staff engagement and incentive compensation systems or for any other purposes determined by the Board of Directors. The authorisation entitles the Board of Directors to decide on any and all terms and conditions of share issues and the issuing of special rights pursuant to Chapter 10, Section 1 of the Finnish Companies Act, including the right to identify the beneficiaries of shares or of special rights entitling to shares and the right to determine the amount of consideration. The authorisation thus entitles the Board of Directors to directed issues of shares or special rights i.e. to a deviation from the shareholders' pre-emptive right subject to the provisions of the applicable law. The authorisation revokes all previous authorisations for share issues and shall remain in force until the next Annual General Meeting but not after 30 June 2009. Convening after the Annual General Meeting, the Board elected Peter Seligson its chairman. The Board appointed Juha Mikkonen chairman of the Audit Committee and its other members Teppo Kauppila and Peter Seligson. The Board appointed Peter Seligson chairman of the Nomination and Compensation Committee and its other members Alexander Rosenlew and Arja Hautanen. Tiimari Plc Kristina Illi Managing director Further information: Kristina Illi, tel. +358 400 408 889 |
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