2010-03-25 09:10:00 CET

2010-03-25 09:10:03 CET


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Affecto Oyj - Decisions of general meeting

DECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLC


AFFECTO PLC              STOCK EXCHANGE RELEASE       25 MARCH 2010 at 10:10

DECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLC

The  Annual  General Meeting of Affecto Plc, which was held on 25 March  2010,
adopted  the  financial statements and consolidated financial  statements  for
1.1.-31.12.2009 and discharged the members of the Board of Directors  and  the
CEO from liability.

Approximately 49 percent of Affecto's shares and votes were represented in the
Meeting.

DIVIDEND

The  Annual General Meeting decided that a dividend of EUR 0.06 per  share  be
distributed  for  the  financial year 2009. The record date  of  the  dividend
payment is 30 March 2010 and the dividend will be paid on 13 April 2010.

BOARD OF DIRECTORS AND AUDITOR

The Annual General Meeting decided that the number of members of the Board  of
Directors is six. The Annual General Meeting resolved further that the monthly
fees of the members of the Board of Directors remain unchanged: EUR 1,600  for
each member and EUR 2,900 for the Chairman of the Board of Directors.

Aaro  Cantell, Pyry Lautsuo, Heikki Lehmusto, Esko Rytkönen and Haakon Skaarer
were re-elected as members of the Board of Directors. Jukka Ruuska was elected
as  a  new  member  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.

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

AMENDMENT OF THE ARTICLES OF ASSOCIATION

The Meeting decided to amend Section "9 Notice of Meeting" of the Articles  of
Association of the company due to the amendments in the Finnish Companies  Act
as follows:"The  notice to the General Meeting shall be delivered to the shareholders  at
the  earliest three (3) months and at the latest three (3) weeks prior to  the
General  Meeting by releasing the notice on the Company's website and,  if  so
decided  by the Board of Directors, by publishing the notice in one  newspaper
with  a  wide  circulation determined by the Board of  Directors.  The  notice
shall, however, be delivered at least nine (9) days before the record date  of
the Meeting.

In  order  to attend the General Meeting of Shareholders, a shareholder  shall
register  his  participation with the company in the manner indicated  in  the
notice  to convene and by the therein-indicated registration date, which  date
may not be earlier than ten (10) days prior to the meeting.

The General Meeting of Shareholders shall be held in Helsinki or Espoo."

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  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  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. 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. 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.

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.

LOWERING OF THE SHARE PREMIUM RESERVE

The  Meeting  approved the proposal of the Board of Directors and  decided  to
lower  the  share premium reserve of the parent company Affecto Plc  in  total
EUR  21,911,945.36  by transferring the entire capital into  the  reserve  for
invested  unrestricted  equity.  The  lowering  shall  become  effective  upon
approval by the National Board of Patents and Registration.

Helsinki, 25 March 2010

AFFECTO PLC
Board of Directors


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

www.affecto.com