Tectia Oyj - Notice to general meeting

The Board of Directors of TECTIA calls the Annual General Meeting on March 28th 2012

Helsinki, Finland, 2012-02-29 08:00 CET (GLOBE NEWSWIRE) -- TECTIA CORPORATION
NOTICE TO CONVENE ANNUAL GENERAL MEETING FEBRUARY 29, 2012 AT 9:00 A.M. 


The Board of Directors of TECTIA calls the Annual General Meeting on March 28th
2012 


The Annual General Meeting of Tectia Corporation shall be held on Wednesday
March 28th 2012 from 10.00 a.m. at the address Töysänkatu 1, Helsinki,
Restaurant Valkka/Meeting space (Teollisuuskatu 21). The reception of those who
have given a notice to attend the Meeting shall begin at 9.30 a.m. 

A. THE MATTERS TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING

The following matters shall be discussed at the Meeting:

1. OPENING OF THE MEETING

2. ELECTING THE CHAIRMAN AND SECRETARY OF THE MEETING

3. ELECTING A PERSON TO SCRUTINIZE THE MINUTES AND A PERSON TO COUNT THE VOTES

4. LEGALITY AND QUORUM OF THE MEETING

5. ADOPTING THE AGENDA

6. CEO'S REVIEW

7. PRESENTING THE FINANCIAL STATEMENT, ANNUAL REPORT AND CONSOLIDATED FINANCIAL
STATEMENT FROM THE ACCOUNTING PERIOD OF 2011 AS WELL AS THE AUDITOR'S REPORT 

8. DECIDING UPON THE ADOPTION OF THE FINANCIAL STATEMENT AND CONSOLIDATED
FINANCIAL STATEMENT AS WELL AS THE TREATMENT OF LOSS OF THE ACCOUNTING PERIOD 

The Board of Directors proposes to the Annual General Meeting that the loss
shown by the parent company's financial statement is registered into the profit
and loss account. 

9. DECIDING UPON THE DISCHARGE FROM LIABILITY TO THE BOARD MEMBERS AND CEO

10. DECIDING UPON THE NUMBER OF THE BOARD MEMBERS

Tatu Ylönen, who own in total more than 45 % of the company's voting rights,
has announced to the company that he will propose at the Annual General Meeting
that the number of the Board members would be three (3). 

11. DECIDING UPON THE FEES OF THE BOARD MEMBERS

Tatu Ylönen, who own in total more than 45 % of the company's voting rights,
has announced to the company that he will propose at the Annual General Meeting
that every Board member outside the company would receive an annual fee of
18,000 euro, and the chairman of the Board would receive an annual fee of
24,000 euro for the term in office ending in the Annual General Meeting in
2013. 

12. ELECTING THE BOARD MEMBERS

Tatu Ylönen, who own in total more than 45 % of the company's voting rights,
has announced to the company that he will propose at the Annual General Meeting
that Sami Ahvenniemi (new member, Founding Partner at Conor Venture Partners
Ltd), Päivi Hautamäki (new member, General Counsel at Winwind Ltd) and CEO Tatu
Ylönen would be elected to the Board of Directors. 

13. DECIDING UPON THE AUDITOR'S FEE

The Board of Directors proposes upon the recommendation of the audit committee
that auditors shall be paid in accordance with an invoice. 

14. ELECTING THE AUDITOR AND POSSIBLE DEPUTY AUDITOR

The Board of Directors proposes upon the recommendation of the Audit Committee
that the authorized public accountants KPMG Oy Ab are re-elected as the auditor
with Kirsi Jantunen, APA, as the principle auditor. 

15. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON THE
ISSUING OF SHARES AGAINST PAYMENT AND UPON THE ISSUING OF STOCK OPTIONS AND
OTHER SPECIAL RIGHTS WHICH ENTITLE TO SHARES IN ACCORDANCE WITH THE BOARD'S
PROPOSAL 

Reversing the previous authorizations, the Board of Directors proposes to the
Annual General Meeting of March 28th 2012 a new share issue and authorizing of
the Board of Directors in respect of the issuing of stock options and other
special rights, referred to in Chapter 10 Section 1 of the Finnish Companies
Act, on the following terms: 

The authorization entitles the Board of Directors to decide upon the issuing of
a maximum of 5,500,000 shares as a share issue against payment or by giving
stock options or other special rights entitling to shares, in accordance with
Chapter 10 Section 1 of the Finnish Companies Act, either according to the
shareholders' pre-emptive right to share subscription or deviating from this
right, in one or more tranches. Based on the authorization, it can be either
issued new shares or transferred own shares which the company possibly has in
its possession. Based on the authorization, the Board of Directors shall have
the same rights as the Annual General Meeting to decide upon the issuing of
shares against payment and special rights (including stock options) in
accordance with Chapter 10 Section 1 of the Finnish Companies Act. 

Thereby, the authorization to be given to the Board of Directors includes,
inter alia, the right to deviate from the shareholders' pre-emptive rights with
directed issues providing that the company has a weighty financial reason for
the deviation in respect of the share issue against payment. Considering the
restrictions mentioned above, the authorization can be used, inter alia, for
the development of the shareholder basis, strengthening of the company's
capital structure, financing of corporate acquisitions and/or arrangements,
executing of co-operation arrangements or commitment and incentive programs of
the personnel. 

Furthermore, the authorization includes the Board of Director's right to decide
upon the people who are entitled to the shares and/or stock options or special
rights in accordance with Chapter 10 Section 1 of the Finnish Companies Act as
well as upon the related compensation, subscription and payment periods and
upon the registering of the subscription price into the share capital or
invested non-restricted equity fund within the limits of the Finnish Companies
Act. 

The authorization will be valid until the next Annual General Meeting, but will
however expire at the latest on June 30th 2013. 

16. DECIDING UPON THE AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE UPON THE
ACQUIRING OF OWN SHARES 

The Board of Directors proposes that the Annual General Meeting would approve
that the Board of Directors shall be authorized to decide upon the acquiring of
the company's own shares in one or more tranches. Based on the authorization
concerning the acquiring of the company's own shares, it would be possible to
acquire at the most 2,000,000 own shares of the company with assets belonging
to the company's non-restricted equity. This amount corresponds approximately
to 6.55 per cent of all shares of the company. The compensation to be paid for
the acquired shares shall be determined on the date of acquisition on the basis
of the trading rate which is determined for the company's share in a public
trading arranged by NASDAQ OMX Helsinki Oy. The shares shall be acquired at the
market price of the time of purchase which is determined in the public trading
arranged by NASDAQ OMX Helsinki Oy. The shares are not acquired in proportion
to the holdings of the shareholders as they are purchased in a public trading.
The shares shall be acquired in accordance with the rules of NASDAQ OMX
Helsinki Oy concerning the acquiring of the company's own shares as well as
also otherwise in accordance with provisions concerning the acquiring of a
company's own shares. The Board of Directors proposes that the authorization
for the acquiring of the company's own shares would be used, inter alia, in
order to strengthen the company's capital structure, to finance and realize
corporate acquisitions and other arrangements, to realize the share-based
incentive programs of the company or otherwise to be kept by the company, to be
transferred for other purposes or to be cancelled. The acquisition of shares
reduces the company's distributable non-restricted equity. 

Decision concerning the acquiring of own shares cannot be made so that the
combined amount of the own shares which are in the possession of or distressed
by the company or its subsidiaries exceeds one-tenth of all shares. The Board
of Directors shall decide upon all other matters related to the acquisition of
shares. The authorization concerning the acquiring of shares shall be valid at
most for eighteen (18) months from the decision of the Annual General Meeting. 

17. CLOSING THE MEETING

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The financial statements, Board's proposals to the Annual General Meeting with
their appendices and other documents to be displayed for public inspection in
accordance with the Finnish Companies Act are available to the shareholders on
the company's website at www.ssh.com and in the headquarters at the address
Kumpulantie 3, 00520 Helsinki. The annual report is available on the company's
website starting from March 21st 2012. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

1. Right to attend the Meeting and notice to attend

A shareholder who is no later than on Friday March 16th 2012 registered as a
shareholder in the shareholders' register held by Euroclear Finland Ltd has the
right to attend the Meeting. A shareholder whose shares have been registered
into his/her personal Finnish book-entry account has been registered in the
company's shareholders' register. 

A shareholder who wishes to attend the Annual General Meeting shall give a
notice to attend the Meeting no later than on Friday March 23rd 2012 at 4.00
p.m. A shareholder shall give the notice to attend the Meeting either by mail
to Tectia Corporation, Laura Grönberg, Kumpulantie 3, 00520 Helsinki or by fax
to number +358 20 500 7001 or by e-mail to info@ssh.com. The name and contact
information of the shareholder as well as the name of a potential
representative or assistant are requested to be submitted concurrently with the
notice to attend. 

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting. 

2. Proxy representative and powers of attorney

A shareholder may exercise his/her rights by way of proxy representation at the
Annual General Meeting. A proxy representative shall present a dated proxy
document or otherwise in a reliable manner demonstrate his/her right to
represent the shareholder. If a shareholder participates in the Annual General
Meeting by means of several proxy representatives, who represent the
shareholder with shares on different securities accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the notice to attend the Meeting. 

Possible proxy documents are requested to be delivered to the address mentioned
in section C. 1 before the period for giving a notice to attend the Meeting
terminates. 

3. Holders of nominee-registered shares

A holder of nominee-registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the company, the issuing of proxy documents and notice to attend the Annual
General Meeting from his/her custodian bank. The account management
organization of the custodian bank will register a holder of nominee-registered
shares, who wants to participate in the Annual General Meeting, temporarily
into the company's shareholders' register by March 23rd 2012 at 10.00 a.m. 

4. Other information

The invitation to the Annual General Meeting will be published in the newspaper
Helsingin Sanomat on Friday March 2nd 2012. The invitation shall also be
available on the website of Tectia Corporation at www.ssh.com from February
29th 2012. 

On the date of the invitation, the total number of the company's shares and
voting rights is 30,549,208. All shares of the company belong to the same type. 

Helsinki, February 28, 2012

Tectia Corporation
Board of Directors


www.ssh.com

For additional information, please contact:
Tatu Ylönen, CEO, tel. +358 20 500 7000
Mikko Karvinen, CFO, Deputy Managing Director tel. +358 50 326 4101

Distribution:
NASDAQ OMX Helsinki Oy
Main Media