2008-03-31 15:15:00 CEST
2008-03-31 15:15:01 CEST
REGULATED INFORMATION
Affecto Oyj - Decisions of general meeting
DECISIONS BY THE ANNUAL GENERAL MEETING OF AFFECTO PLC
AFFECTO 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
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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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