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2008-03-31 15:15:00 CEST 2008-03-31 15:15:01 CEST REGULATED INFORMATION Affecto Oyj - Decisions of general meetingDECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLCAFFECTO PLC STOCK EXCHANGE RELEASE 31 MARCH 2008 at 16:15 DECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLC The Annual General Meeting of Affecto Plc, which was held on March 31, 2008, adopted the financial statements for 1.1.-31.12.2007 and discharged the members of the Board of Directors and the CEO from liability. Approximately 31 percent of Affecto's shares and votes were represented in the Meeting. DIVIDEND The Annual General Meeting decided that a dividend of EUR 0.16 per share be distributed for the year 2007. The record date of the dividend payment is April 3, 2008 and the dividend will be paid on April 10, 2008. BOARD OF DIRECTORS AND AUDITOR The Annual General Meeting decided that the number of members of Board of Directors is five. The Annual General Meeting resolved further that the monthly fees of the members of the Board of Directors are 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. Immediately after the Annual General Meeting the organization meeting of the Board of Directors was held and Aaro Cantell was re-elected Chairman of the Board. The APA firm PricewaterhouseCoopers Oy was re-elected auditor of the company with Merja Lindh, APA, as auditor in charge. OPTION PROGRAMS The Annual General Meeting accepted the Board's proposals for issuing stock options (Stock options 2008) and for changing the terms of the Stock options 2006. The current terms of both options programs have been attached to this notice as appendices. AUTHORISATIONS OF THE BOARD OF DIRECTORS The Annual General Meeting accepted the Board's proposals for the authorisations given to the Board of Directors. Authorisation to decide to issue shares The Annual General Meeting decided to authorize 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 also includes the right to issue 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 comprise the right to deviate from the shareholders' pre- emptive subscription right provided that the company has 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 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 a maximum of 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. 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 the company's own shares with distributable funds 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 public trading or by public offer at their market price at the time of purchase. The authorisation shall be in force until the next Annual General Meeting. Helsinki, March 31, 2008 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 --- Appendix 1: Terms and conditions of the stock options 2008 AFFECTO PLC STOCK OPTIONS 2008 1 STOCK OPTION TERMS AND CONDITIONS 1.1 Number of Stock Options The maximum total number of stock options issued shall be 1,050,000, and they entitle their owners to subscribe for a maximum total of 1,050,000 shares in the Company (share). 1.2 Stock Options Of the stock options, 300,000 shall be marked with the symbol 2008A, 350,000 shall be marked with the symbol 2008B and 400,000 shall be marked with the symbol 2008C. The people, to whom stock options are issued, shall be notified in writing by the Board of Directors about the offer of stock options. The stock options shall be delivered to the recipient when he or she has accepted the offer of the Board of Directors. Stock option certificates shall, upon request, be delivered to the stock option owner at the start of the relevant share subscription period, unless the stock options have been transferred to the book-entry securities system. 1.3 Right to Stock Options The stock options shall, in deviation from the shareholders' pre- emptive subscription rights, be gratuitously issued to the key personnel of the Group and to Affecto Securities Oy (Subsidiary), a wholly owned subsidiary of the Company. There is a weighty financial reason for the Company for granting stock options since the stock options are intended to form part of the Group's incentive and commitment program for the key personnel. 1.4 Distribution of Stock Options The Board of Directors shall decide upon the distribution of the stock options. The Subsidiary shall be granted stock options to the extent that the stock options are not distributed to the key personnel of the Group. The Board of Directors shall later decide upon the further distribution of the stock options granted or returned later to the Subsidiary, to the key personnel employed by or to be recruited by the Group. Upon issue, all stock options 2008A, 2008B and 2008C shall be granted to the Subsidiary. The stock options 2008A, 2008B and 2008C shall be distributed to the key personnel employed by or to be recruited by the Group by the resolution of the Board of Directors at the later date. 1.5 Transfer of Stock Options and Obligation to offer Stock Options The stock options are freely transferable, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer of a stock option also before such date. The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock option owner has the right to acquire possession of the stock options when the relevant share subscription period begins. Should the stock option owner transfer his/her stock options, such person is obliged to inform the Company about the transfer in writing, without delay. Should a stock option owner cease to be employed by or in the service of the Group, for any reason than the death of a stock option owner or the statutory retirement of a stock option owner, such person shall, without delay, offer to the Company or its order, free of charge, the stock options for which the share subscription period specified in Section 2.2 has not begun, on the last day of such person's employment or service. The Board of Directors can, however, in the above- mentioned cases, decide that the stock option owner is entitled to keep such stock options, or a part of them, which are under the offering obligation. Regardless of whether the stock option owner has offered his/her stock options to the Company or not, the Company is entitled to inform the stock option owner in writing that the stock option owner has lost his/her stock options on the basis of the above-mentioned reasons. Should the stock options be transferred to the book-entry securities system, the Company has the right, whether or not the stock options have been offered to the Company or its order, to request and get transferred all the stock options under the offering obligation from the stock option owner's book-entry account to the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company is entitled to register transfer restrictions and other respective restrictions concerning the stock options to the stock option owner's book-entry account, without the consent of the stock option owner. 2 SHARE SUBSCRIPTION TERMS AND CONDITIONS 2.1 Right to subscribe for new Shares Each stock option entitles its owner to subscribe for one (1) share. As a result of the share subscriptions, the number of shares of the Company may be increased by a maximum total of 1,050,000 new shares. The share subscription price shall be recognised in the invested non- restricted equity fund. The Subsidiary shall not be entitled to subscribe for shares on the basis of the stock options. 2.2 Share Subscription and Payment The share subscription period shall be: - for stock option 2008A: 1 October 2011 - 30 November 2012, - for stock option 2008B: 1 April 2012 - 31 May 2013, and - for stock option 2008C: 1 April 2013 - 31 May 2014. Share subscriptions shall take place at the head office of the Company or possibly at another location to be determined later. The subscriber shall transfer the respective stock option certificates with which he/she subscribes for shares, or, in the case of the stock options having been transferred to the book-entry securities system, the stock options with which shares have been subscribed for shall be deleted from the subscriber's book-entry account. Upon subscription, payment for the shares subscribed for, shall be made to the bank account appointed by the Company. The Board of Directors shall decide on all measures concerning the share subscription. 2.3 Share Subscription Price The share subscription price shall be: - for stock option 2008A, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 July - 30 September 2008, - for stock option 2008B, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 January - 31 March 2009, and - for stock option 2008C, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 January - 31 March 2010. If the ex date of a dividend or distributable non-restricted equity is during the period for determination of the share subscription price, such dividend or amount of distributable non-restricted equity shall be added to the above-mentioned average quotations of the trading days after the ex date. From the share subscription price of the stock options shall, as per the record date for dividend or other distribution of funds, be deducted the amount of the dividend or distributable non-restricted equity decided after the beginning of the period for determination of the share subscription price but before share subscription. The share subscription price shall, nevertheless, always amount to at least EUR 0.01. 2.4 Registration of Shares Shares subscribed for and fully paid shall be registered in the book- entry account of the subscriber. 2.5 Shareholder Rights The dividend rights of the shares and other shareholder rights shall commence when the shares have been entered into the Trade Register. 2.6 Share Issues, Stock Options and Other Special Rights before Share Subscription Should the Company, prior to share subscription, decide to issue new shares, stock options or other special rights entitling to shares, a stock option owner shall have the same or equal rights with a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these. 2.7 Rights in Certain Cases If the Company reduces its share capital by distributing share capital to the shareholders, from the subscription price of a stock option is deducted the amount of distributable share capital decided after the beginning of the period for the determination of the subscription price but before the subscription, as at the record date of repayment of share capital. If the Company is placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his/her subscription right before the liquidation begins, within a period of time determined by the Board of Directors. If the Company is removed from the register before the share subscription, the stock option holder shall have the same or equal rights with a shareholder. If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the stock option owners shall, before the merger or division, be given the right to subscribe for the shares with their stock options, within a period of time determined by the Board of Directors. After such date no subscription right shall exist. In the above situations the stock option owners have no right to require that the Company redeems the stock options from them for market value. If the Company, after the beginning of the share subscription period, resolves to acquire or redeem its own shares by an offer made to all shareholders, the stock option owners shall be made an equivalent offer. In other cases, acquisition or redemption of the Company's own shares or acquisition of stock options or other special rights entitling to shares shall not require the Company to take any action in relation to the stock options. If a redemption right and obligation to all of the Company's shares, as referred to in Chapter 18 Section 1 of the Finnish Companies Act, arises to any of the shareholders before the end of the share subscription period on the basis that a shareholder possesses over 90% of the shares and the votes of the shares of the Company, the stock option owners shall be given a possibility to use their right of subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or they shall be given an equal possibility to that of shareholders to sell their stock options to the redeemer, irrespective of the transfer restriction defined in Section 1.5 above. A shareholder who possesses over 90% of the shares and votes of the shares of the Company has the right to purchase the stock option owner's stock options at their market value. 3 OTHER MATTERS The laws of Finland shall be applied to these terms and conditions. Disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce. The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions as well as other amendments and specifications to the terms and conditions which are not considered essential. Other matters related to the stock options shall be decided on by the Board of Directors. The stock option documentation shall be kept available for inspection at the head office of the Company. The Company shall be entitled to withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, free of charge, if the stock option owner acts against these terms and conditions, or against the regulations given by the Company on the basis of these terms and conditions, or against applicable laws and regulations of the authorities. These terms and conditions have been made in Finnish and in English. In the case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions shall prevail. Appendix 2: Terms and conditions of the stock options 2006 AFFECTOGENIMAP PLC STOCK OPTIONS 2006 The Annual General Meeting of Shareholders has on 31 March 2008 resolved to amend sections II.1, II.3, II.5 and II.7 of the terms and conditions. I STOCK OPTION TERMS AND CONDITIONS 1. Number of Stock Options The maximum total number of stock options issued shall be 824,700, and they entitle their owners to subscribe for a maximum total of 824,700 shares in the Company (share). 2. Stock Options Of the stock options, 234,900 shall be marked with the symbol 2006A, 274,900 shall be marked with the symbol 2006B and 314,900 shall be marked with the symbol 2006C. The people, to whom stock options are issued, shall be notified in writing by the Board of Directors about the offer of stock options. The stock options shall be delivered to the recipient when he or she has accepted the offer of the Board of Directors. Stock option certificates shall, upon request, be delivered to the stock option owner at the start of the relevant share subscription period, unless the stock options have been transferred to the book-entry securities system. 3. Right to Stock Options The stock options shall, in deviation from the shareholders' pre-emptive subscription rights, be gratuitously issued to the key personnel of the Group and to AffectoGenimap Securities Oy (Subsidiary), a wholly owned subsidiary of the Company. The shareholders' pre-emptive subscription rights are proposed to be deviated from since the stock options are intended to form part of the Group's incentive and commitment program for the key personnel. 4. Distribution of Stock Options The Board of Directors shall decide upon the distribution of the stock options. The Subsidiary shall be granted stock options to the extent that the stock options are not distributed to the key personnel of the Group. The Board of Directors shall later decide upon the further distribution of the stock options granted or returned later to the Subsidiary, to the key personnel employed by or to be recruited by the Group. Upon issue, all stock options 2006B and 2006C and those stock options 2006A that are not distributed to the key personnel, shall be granted to the Subsidiary. The Subsidiary can distribute stock options 2006 to the key personnel employed by or to be recruited by the Group by the resolution of the Board of Directors. 5. Transfer of Stock Options and Obligation to offer Stock Options The stock options are freely transferable, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer of a stock option also before such date. The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock option owner has the right to acquire possession of the stock options when the relevant share subscription period begins. Should the stock option owner transfer his/her stock options, such person is obliged to inform the Company about the transfer in writing, without delay. Should a stock option owner cease to be employed by or in the service of the Group, for any reason than the death of a stock option owner, or the statutory retirement of a stock option owner, such person shall, without delay, offer to the Company or its order, free of charge, the stock options for which the share subscription period specified in Section II.2 has not begun, on the last day of such person's employment or service. The Board of Directors can, however, in the above-mentioned cases, decide that the stock option owner is entitled to keep such stock options, or a part of them, which are under the offering obligation. Regardless of whether the stock option owner has offered his/her stock options to the Company or not, the Company is entitled to inform the stock option owner in writing that the stock option owner has lost his/her stock options on the basis of the above-mentioned reasons. Should the stock options be transferred to the book-entry securities system, the Company has the right, whether or not the stock options have been offered to the Company or its order, to request and get transferred all the stock options under the offering obligation from the stock option owner's book-entry account to the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company is entitled to register transfer restrictions and other respective restrictions concerning the stock options to the stock option owner's book-entry account, without the consent of the stock option owner. II SHARE SUBSCRIPTION TERMS AND CONDITIONS 1. Right to subscribe for new Shares Each stock option entitles its owner to subscribe for one (1) share. As a result of the share subscriptions, the number of shares may be increased by a maximum total of 824,700 new shares. The share subscription price shall be recognised in the invested non-restricted equity fund. The Subsidiary shall not be entitled to subscribe for shares on the basis of the stock options. 2. Share Subscription and Payment The share subscription period shall be - for stock option 2006A 1 April 2009 - 31 December 2010, - for stock option 2006B 1 April 2010 - 31 December 2011, and - for stock option 2006C 1 April 2011 - 31 December 2012. Share subscriptions shall take place at the head office of the Company or possibly at another location to be determined later. The subscriber shall transfer the respective stock option certificates with which he/she subscribes for shares, or, in the case of the stock options having been transferred to the book-entry securities system, the stock options with which shares have been subscribed for shall be deleted from the subscriber's book-entry account. Upon subscription, payment for the shares subscribed for, shall be made to the bank account appointed by the Company. The Board of Directors shall decide on all measures concerning the share subscription. 3. Share Subscription Price The share subscription price shall be: - for stock option 2006A, the offer price of the share in the Initial Public Offering, 4.80 eur - for stock option 2006B, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 January - 31 March 2007, and - for stock option 2006C, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 January - 31 March 2008. If the dividend ex date is in 2007 or 2008 during the period for determination of the share subscription price, such dividend shall be added to the above- mentioned average quotations of the trading days after the dividend ex date. From the share subscription price of the stock options shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the share subscription price but before share subscription. The share subscription price shall, nevertheless, always amount to at least 0.01 eur. 4. Registration of Shares Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber. 5. Shareholder Rights The dividend rights of the shares and other shareholder rights shall commence when the shares have been entered into the Trade Register. 6. Share Issues, Convertible Bonds and Stock Options before Share Subscription Should the Company, before the share subscription, increase its share capital through an issue of new shares, or an issue of new convertible bonds or stock options, a stock option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these. Should the Company, before the share subscription, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of the stock options remains unchanged. If the number of shares that can be subscribed for by virtue of one stock option is a fraction, the fractional part shall be taken into account by reducing the share subscription price. 7. Rights in Certain Cases If the Company reduces its share capital before the share subscription, the subscription right accorded by the terms and conditions of the stock options shall be adjusted accordingly, as specified in the resolution to reduce the share capital. If the Company is placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his/her subscription right before the liquidation begins, within a period of time determined by the Board of Directors. If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the stock option owners shall, before the merger or division, be given the right to subscribe for the shares with their stock options, within a period of time determined by the Board of Directors. After such date no subscription right shall exist. In the above situations the stock option owners have no right to require that the Company redeems the stock options from them for market value. If the Company, after the beginning of the share subscription period, resolves to acquire its own shares by an offer made to all shareholders, the stock option owners shall be made an equivalent offer. In other cases, acquisition of the Company's own shares shall not require the Company to take any action in relation to the stock options. If a redemption right and obligation to all of the Company's shares, as referred to in Chapter 14 Section 19 of the Finnish Companies Act, arises to any of the shareholders, before the end of the share subscription period, on the basis that a shareholder possesses over 90% of the shares and the votes of the shares of the Company, or if a situation, as referred to in Chapter 6 Section 6 of the Finnish Securities Market Act, arises to any of the shareholders, the stock option owners shall be given a possibility to use their right of subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or they shall be given an equal possibility to that of shareholders to sell their stock options to the redeemer, irrespective of the transfer restriction defined in Section I.5 above. A shareholder who possesses over 90% of the shares and votes of the shares of the Company has the right to purchase the stock option owner's stock options at their market value. If the shares of the Company are split into several shares, the subscription terms shall be amended so that the relative proportion of shares available for subscription with the stock options to the total number of the Company's shares, as well as the share subscription price total, remain the same. Converting the Company from a public company into a private company shall not affect the terms and conditions of the stock options. III OTHER MATTERS The laws of Finland shall be applied to these terms and conditions. Disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce. The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, including those amendments and specifications to the terms and conditions which are not considered essential. Other matters related to the stock options shall be decided on by the Board of Directors. The stock option documentation shall be kept available for inspection at the head office of the Company. The Company shall be entitled to withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, free of charge, if the stock option owner acts against these terms and conditions, or against the regulations given by the Company on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities. These terms and conditions have been made in Finnish and in English. In the case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions shall decide. ------ |
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