Affecto Oyj - Decisions of general meeting

DECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLC

Helsinki, 2011-03-31 09:10 CEST (GLOBE NEWSWIRE) -- AFFECTO PLC -- STOCK
EXCHANGE RELEASE -- 31 MARCH 2011 at 10:10 

DECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLC

The Annual General Meeting of Affecto Plc, which was held on 31 March 2011,
adopted the financial statements for 1.1.-31.12.2010 and discharged the members
of the Board of Directors and the CEO from liability. 

Approximately 41 percent of Affecto's shares and votes were represented at the
Meeting. 

DIVIDEND

The Meeting decided that a dividend of EUR 0.06 per share be distributed for
the financial year 2010. The record date of the dividend payment is 5 April
2011 and the dividend will be paid on 14 April 2011. 

BOARD OF DIRECTORS AND AUDITOR

The Meeting decided that the number of members of the Board of Directors is
six. Aaro Cantell, Heikki Lehmusto, Jukka Ruuska and Haakon Skaarer were
re-elected as members of the Board of Directors. Tuija Soanjärvi and Lars
Wahlström were elected as new members to the Board of Directors. Immediately
after the Annual General Meeting the organization meeting of the Board of
Directors was held and Aaro Cantell was elected Chairman of the Board and Jukka
Ruuska as Vice-Chairman. 

The Meeting decided that the monthly fees of the members of the Board of
Directors shall be as follows: EUR 1,800 for the members, EUR 2,500 for the
Vice-Chairman and EUR 3,200 for the Chairman. A fee of EUR 250 shall be paid
for participation in Committee meetings, save for meetings of the Nomination
Committee. 

KPMG Oy Ab was elected auditor of the company with Reino Tikkanen, APA, as
auditor in charge. 

NOMINATION COMMITTEE

The Meeting approved the Board's proposal for appointing a Nomination Committee
to prepare proposals concerning members of the Board of Directors and their
remunerations for the following Annual General Meeting. The Nomination
Committee will consist of the representatives of the three largest shareholders
and the Chairman of the Board of Directors, acting as an expert member, if
he/she is not appointed representative of a shareholder. The members
representing the shareholders will be appointed by the three shareholders whose
share of ownership of the shares of the company is largest on 31 October
preceding the Annual General Meeting. 

AUTHORISATIONS OF THE BOARD OF DIRECTORS

The Annual General Meeting approved the Board's proposals for the
authorisations of the Board of Directors. 

Authorisation to decide to issue shares

The Annual General Meeting decided to authorise the Board of Directors to
decide to issue new shares and to convey 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 consideration or without consideration on terms to be determined
by the Board of Directors and in relation to a share issue against
consideration at a price to be determined by the Board of Directors. 

The authorisation also includes 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 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 consideration 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. The 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 authorisation includes the right to decide on 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. All own shares held by the company or its subsidiaries
are included in this amount in accordance with Chapter 15 Section 11 Subsection
1 of the Companies Act. 

The authorisation shall be in force until the next Annual General Meeting.

Authorisation to decide to acquire the company's own shares

The Annual General Meeting decided to authorise the Board of Directors to
decide to acquire 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.



Helsinki, 31 March 2011

AFFECTO PLC
Board of Directors



www.affecto.com






         Chairman of the Board, Aaro Cantell, tel. +358 400 706 072
         CEO Pekka Eloholma, tel. +358 205 777 737