Affecto Oyj - Decisions of general meeting

Decisions by the Annual General Meeting of Affecto Plc

Helsinki, 2013-04-09 11:30 CEST (GLOBE NEWSWIRE) -- AFFECTO PLC  --  STOCK
EXCHANGE RELEASE  --  9 APRIL 2013 at 12:30 

Decisions by the Annual General Meeting of Affecto Plc

The Annual General Meeting of Affecto Plc, which was held on 9 April 2013,
adopted the financial statements for 1.1.-31.12.2012 and discharged the members
of the Board of Directors and the CEO from liability. 

Approximately 35 percent of Affecto's shares and votes were represented at the
Meeting. 

DIVIDEND

The Meeting decided that a dividend of EUR 0.16 per share be distributed for
the financial year 2012. The record date of the dividend payment is 12 April
2013 and the dividend will be paid on 23 April 2013. 

BOARD OF DIRECTORS AND AUDITOR

The Meeting decided that the number of members of the Board of Directors is
six. Aaro Cantell, Magdalena Persson, Jukka Ruuska, Olof Sand, Tuija Soanjärvi
and Lars Wahlström were elected as members of the Board of Directors. In the
organization meeting of the Board of Directors 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. The monthly remunerations for the entire term will be paid in
December 2013 so that 60 % of the remuneration will be paid in cash and 40 %
will be paid in the company's shares. The share component of the remuneration
can be paid by issuing new shares, conveying own shares held by the company or
acquiring shares based on the authorisations given to the Board of Directors by
the Annual General Meeting. The share component of the remuneration will be
paid primarily by acquiring shares through public trading. If the term of a
member of the Board of Directors expires prior to payment of the monthly
remunerations, the accumulated remuneration will be paid in cash during the
month following the expiry of the term. 

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 registered
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 upon the issuing of new shares and upon the conveying of 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 shares may be issued, of which a maximum of 2,100,000
can be own shares held by the company. 

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 as payment in mergers
and acquisitions or when the company acquires assets relating to its business,
for payment of the Board of Directors' remuneration and as part of the
company's incentive programmes. 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 upon 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 replaces the authorisation resolved on by the Annual General
Meeting on 19 April 2012. The authorisation shall be in force until the next
Annual General Meeting, however, not longer than until 30 June 2014. 

Authorisation to decide to acquire the company's own shares

The Annual General Meeting decided to authorise the Board of Directors to
decide upon the acquiring of the company's own shares with the company's
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 mergers and acquisitions or when
the company acquires assets related to its business, for payment of the Board
of Directors' remuneration 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 replaces the authorisation resolved on by the Annual General
Meeting on 19 April 2012. The authorisation shall be in force until the next
Annual General Meeting, however, not longer than until 30 June 2014. 

Stock options 2013

The Annual General Meeting decided to issue stock options to the key personnel
of the Affecto group and to a wholly owned subsidiary of the Company. The
Company has a weighty financial reason for the issue of stock options, since
the stock options are intended to form part of the Group's incentive and
commitment program for the key personnel. 

The maximum total number of stock options issued will be 400,000 and they will
be issued gratuitously or for consideration determined by the Board of
Directors. If the stock options are issued for consideration, the Board of
Directors will determine the consideration, which can be at the most 50 per
cent of the current value of the stock options, as well as the subscription
period and period of payment of the stock options. Each stock option entitles
its owner to subscribe for one (1) share. The stock options entitle their
owners to subscribe for a maximum total of 400,000 new shares in the Company or
to receive existing shares held by the Company. 

The share subscription period for stock options will be 10 May 2015 - 31 May
2016. 

The share subscription price is the trade volume weighted average quotation of
the share on NASDAQ OMX Helsinki Ltd during 30 April - 7 May 2013. 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 will be credited to the reserve for
invested unrestricted equity. 

The Board of Directors will decide on the distribution of stock options to the
key personnel of the Affecto Group employed by or to be recruited by the Group.
Upon issue, all stock options shall be granted to a wholly owned subsidiary of
the Company, Affecto Securities Oy. The stock options may be distributed to the
key personnel employed by or to be recruited by the Group by the resolution of
the Board of Directors at a later date. 





AFFECTO PLC
Board of Directors



www.affecto.com



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










APPENDIX: Terms and conditions of the stock options 2013



AFFECTO PLC STOCK OPTIONS 2013

1
STOCK OPTION TERMS AND CONDITIONS

1.1
Number of Stock Options

The maximum total number of stock options issued shall be 400,000, and they
entitle their owners to subscribe for a maximum total of 400,000 shares in the
Company (share). 

1.2
Stock Options

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 be issued to the key personnel of the Group and to
Affecto Securities Oy (Subsidiary), a wholly owned subsidiary of the Company.
The stock options shall be issued gratuitously or for consideration determined
by the Board of Directors. If the stock options are issued for consideration,
the Board of Directors will determine the consideration, which can be at the
most 50 per cent of the current value of the stock options, as well as the
subscription period and period of payment of the stock options.  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 shall be granted to the Subsidiary. The stock
options 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. 

The stock options shall not constitute a part of employment or service contract
of a stock option recipient, and they shall not be regarded as salary or fringe
benefit. Stock option recipient shall have no right to receive compensation on
any grounds, on the basis of stock options, during employment or service or
thereafter. Stock option recipient shall be liable for all taxes and tax
related consequences arising from receiving or exercising stock options. 

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. Should the rights and obligations arising
from the stock option owner's employment or service be transferred to a new
owner or holder, upon the employer's transfer of business, the proceedings
shall be similar. 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 its order 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. 

A stock option owner shall, during his or her employment, service or
thereafter, have no right to receive compensation on any grounds for stock
options that have been forfeited in accordance with these terms and conditions. 



2
SHARE SUBSCRIPTION TERMS AND CONDITIONS

2.1
Right to subscribe for Shares

Each stock option entitles its owner to subscribe for one (1) new share in the
Company or an existing share held by the Company. As a result of the share
subscriptions, the number of shares of the Company may be increased by a
maximum total of 400,000 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 10 May 2015 - 31 May 2016.

Should the last day of the share subscription period not be a banking day, the
share subscription may be made on a banking day following the last share
subscription day. 

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 the trade volume weighted average
quotation of the share on NASDAQ OMX Helsinki Ltd during 30 April - 7 May 2013. 

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. 

Should existing shares, held by the Company, be given to the subscriber of
shares, the subscriber shall be given the right to dividend and other
shareholder rights after the shares having been registered on his or her
book-entry account. 

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, so that the
shareholders have pre-emptive right to subscription, 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, 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 with another company as a merging company or
merge with a company to be formed in a combination merger, or if the Company
resolves to be demerged entirely, the stock option owners shall, prior to the
registration of the execution of a merger or a demerger, be given the right to
subscribe for shares with their stock options, within a period of time
determined by the Board of Directors. Alternatively, the Board of Directors may
give a stock option owner the right to convert the stock options into stock
options issued by the other company, in the manner determined in the draft
terms of merger or demerger, or in the manner otherwise determined by the Board
of Directors, or the right to sell stock options prior to the registration of
the execution of a merger or a demerger. After such period, no share
subscription right or conversion right shall exist. The same proceeding shall
apply to cross-border mergers or demergers, or should the Company, after having
registered itself as an European Company (Societas Europae), or otherwise,
register a transfer of its domicile from Finland into another member state of
the European Economic Area. The Board of Directors shall decide on the impact
of potential partial demerger on the stock options. In the above situations,
the stock option owners shall have no right to require that the Company redeem
the stock options from them at their 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. 

The Company may maintain a register of the stock option owners to which the
stock option owners' personal data is recorded. The Company may send all
announcements regarding the stock options to the stock option owners by e-mail. 

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.